Common use of Amendments, Waivers and Consents Clause in Contracts

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (aother than the Warrants) This Guaranty to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be amendedmade, and the observance of compliance with any term hereof covenant or provision set forth herein or therein may be waived (either retroactively omitted or prospectively)waived, with (and only with) if the written Borrower shall obtain consent of each Guarantor and thereto in writing from the Required Holders. , and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (bi) The Guarantors will provide each Holder without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (irrespective including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the amount of Notes then owned by it) with sufficient informationHolder Representative, sufficiently far in advance no such consent or waiver shall be effective to alter the rights or obligations of the date a decision is Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to enable such Holder to make an informed and considered decision alter, amend or waive compliance with respect the Intercreditor Agreement or any subordination or intercreditor agreement relating to any proposed amendmentSubordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in respect the specific instance and for the specific purpose for which given. Written notice of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the provisions same.” (o) The last sentence of this Section 10 to each Holder promptly following 11.4(a) of the date on which it Original Agreement is executed hereby amended by amending and delivered by, or receives the consent or approval ofrestating such sentence in its entirety as follows: “In addition, the requisite Holders. (c) The Company will not directly or indirectly Borrower agrees to pay or cause to be paid any remuneration, whether by way the expenses of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms preparing Notes and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may Warrants from time to time be amended in connection with exchanges and transfers of Notes and/or Warrants and the expenses of delivering copies of Operative Documents to Holders, and the Borrower agrees to indemnify, pay and hold each Holder harmless from and against any and all liabilities with respect to or supplementedresulting from any delay in paying or omission to pay taxes (other than transfer taxes) and filing fees with respect to such transfer.” (ep) Solely for the purpose of determining whether the Holders Section 11.4(c) of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.Original Agreement is hereby amended and restated in its entirety as follows:

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company Obligors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company any Obligor or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty Any term of this Agreement may be amended, amended or terminated and the observance of any term hereof of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written instrument executed by the Company and the Requisite Series A Preferred Holders; provided, however, that any amendment or modification to Section 4.2 (Tax Matters) shall require the consent of all Investors (solely in their capacity as Investors and not otherwise); and provided, further, any amendment or modification that would affect an Investor (solely in its capacity as an Investor and not otherwise) in a material and adverse manner will be effective against the Investor so materially and adversely effected only with (and only with) the prior written consent of such Investor; and provided, further, that (x) any amendment to Section 2.1(f) or (y) any amendment to Section 2.4 that would adversely affect Wengen, shall, in each Guarantor case, require the prior written consent of Wengen. Any such amendment, termination or waiver effected in accordance with this Section 5.16 shall be binding on all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding anything to the contrary in this Section 5.16, any right, privilege or preference that is expressly granted hereunder to Macquarie or Abraaj and not the other Investors, including Macquarie’s rights under Section 2.5 and Macquarie and Abraaj’s rights under Section 3.1, may be waived solely by Macquarie or Abraaj, as the case may be, in a written instrument executed by Macquarie or Abraaj, as the case may be, and the Required Holdersterms related thereto may be amended or terminated solely pursuant to a written instrument executed by the Company and Macquarie or Abraaj, as the case may be. (b) The Guarantors will provide each Holder Notwithstanding anything to the contrary in this Agreement, Schedule A hereto may be amended (irrespective i) by the Company from time to time to add information regarding additional Stockholders without the consent of the amount of Notes then owned other parties hereto and (ii) by it) with sufficient informationMacquarie, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed its sole discretion and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives without the consent or approval ofof any other Person, including the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid and any remuneration, whether by way of fee or otherwise, or grant any securityother Stockholder, to reflect any Holder as consideration for Transfer that is effected in accordance with the provisions of Section 2.5 of the Agreement; provided, that, subject to Macquarie’s right under the preceding clause (ii), no Person (other than an Investor’s Transferee permitted successor or assign) may be designated as an inducement to the entering into “Investor” under this Agreement by any Holder of any waiver or an amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned Schedule A by any Guarantor, the Company or any otherwise without the prior written consent of their respective subsidiaries or Affiliates shall be deemed not to be outstandingthe Requisite Series A Preferred Holders.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, however, that any amendment hereof with respect to the liability of a Guarantor under this Guaranty pursuant to Section 2(b) hereof shall not require the written consent of the Guarantors or the Required Holders and shall be deemed to have been automatically consented to by the Guarantors and each Holder. (b) The Guarantors (or the Parent Issuer or the Company) will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors (or the Parent Issuer or the Company) will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company Company, the Parent Issuer or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. No consent of the Guarantors shall be required in connection with the issuance and sale of Additional Notes, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the issuance of Additional Notes pursuant to the Note Purchase Agreement. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders., except that (1) no amendment or waiver of any of the provisions of Sections 3 through 13, inclusive, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 14. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. Upon fulfillment of the conditions set forth in Section 10.8(b) of the Note Purchase Agreement (including without limitation receipt by the Holders of the Officer’s Certificate described in such Section 10.8(b)) with respect to any Guarantor, such Guarantor shall be automatically deemed discharged from its obligations hereunder, without any consent or other action by any of the Holder, the Guarantors or the Constituent Companies and shall no longer constitute a “Guarantor” hereunder. Back to Contents (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 14 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 14 applies equally to all Holders of Notes affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company Issuer or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.. Back to Contents

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, that without the written consent of all of the Holders, no such waiver, modification, alteration or amendment shall be effective which will reduce the scope of the guaranty set forth in this Guaranty, amend any of the terms or provisions of Section 2 or 6 hereof or amend this Section 10. No such amendment or modification shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any consent made pursuant to this Section 6 by a Holder that has transferred a portion or has agreed to transfer all or a portion of its Notes to such Guarantor, any subsidiary or any affiliate of such Guarantor and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force and effect except solely as to such Holder, and any amendment effected or waivers granted or to be effected or granted that would not have been or be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force and effect except solely as to such Holder. (e) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders of Notes affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ef) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company Guarantor or any of their respective subsidiaries or Affiliates of any Guarantor shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, however, that any amendment hereof with respect to the liability of a Guarantor under this Guaranty pursuant to Section 2(b) hereof shall not require the written consent of the Guarantors or the Required Holders and shall be deemed to have been automatically consented to by the Guarantors and each Holder. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance Any amendment or waiver of any term hereof provision of this Agreement and any consent to any departure by the Pledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Indenture necessary for amendments or waivers of, or consents to any departure by the Pledgor from any provision of the Indenture, as applicable; provided, however, that no amendment or waiver of any provision of this Agreement may be waived (either retroactively adversely affect the rights of the Price Note Collateral Agent hereunder or prospectively), with (and only with) under the Acknowledgment of Senior Notes Collateral Agent included within any Senior Notes Collateral Identification Certificate delivered pursuant to this Agreement without the prior written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Price Note Collateral Agent. Neither the Senior Notes Collateral Agent nor any Holder (irrespective of the amount of Notes then owned shall be deemed, by it) with sufficient informationany act, sufficiently far in advance of the date a decision is requireddelay, to enable such Holder to make an informed and considered decision with respect to any proposed amendmentindulgence, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to Default or Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Senior Notes Collateral Agent or any Holder to exercise, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising exercising, any rights right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Senior Notes Collateral Agent or any Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Senior Notes Collateral Agent or such Holder would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty Any amendment or waiver of any provision of this Agreement and any consent to any departure by the Pledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Indenture and the Additional Debt Documents necessary for amendments or waivers of, or consents to any departure by the Pledgor from any provision of the Indenture or any Additional Debt Document, as the case may be amendedbe, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable if such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent is in respect writing duly signed by the Pledgor and the Collateral Agent (with the written consent of the Majority Holders, unless such consent would not be required under the Indenture); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term "Class" shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the holders of the provisions hereofSenior Notes secured hereby and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as "Secured Parties" hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisite Holders of the various Classes. The Guarantors will deliver executed or true and correct copies For the purpose of this Agreement, the term "Requisite Holders" of any Class shall mean each amendment, waiver or consent effected pursuant of (i) with respect to the provisions Senior Notes, the holders of this Section 10 at least a majority of the outstanding principal amount of the Senior Notes and (ii) with respect to each Holder promptly following any other class of Additional Secured Debt, the date on which it is executed and delivered byholders of at least a majority of such class of Additional Secured Debt outstanding from time to time. Failure of the Collateral Agent or any Secured Party to exercise, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising exercising, any rights right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders; provided, that without the written consent of the Holder of each Note at the time outstanding affected thereby, no such amendment or waiver shall be effective which will reduce the scope of the guaranty set forth in this Guaranty or amend the requirements of Sections 2, 3 or 4 hereof or amend this Section 10. No such amendment or waiver shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any the Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Subsidiary Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Subsidiary Guarantor and the Required HoldersLenders, except that (but subject to the terms of Sections 2.23(b) and 10.6 of the Credit Agreement) (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to Agent or any Lender unless consented to by Agent or such Lender in writing, and (2) no such amendment or waiver may, without the written consent of each Lender, (i) change the percentage of the principal amount of the Revolving Credit Commitments which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Agent or the Lenders or the Subsidiary Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Subsidiary Guarantor, and each such Subsidiary Guarantor, by its execution and delivery of this Subsidiary Guaranty (or Guaranty Supplement) consents to the addition of each additional Subsidiary Guarantor. No consent of the Subsidiary Guarantors shall be required in connection with and subsequent Revolving Credit Loans, and each Subsidiary Guarantor, by its execution and delivery of this Subsidiary Guaranty (or Guaranty Supplement) consents to the making of additional Revolving Credit Loans pursuant to the Credit Agreement. (b) The Subsidiary Guarantors will provide Agent and each Holder Lender (irrespective of the amount of Notes Revolving Credit Commitments then owned held by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable Agent and such Holder Lender to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Subsidiary Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to Agent and each Holder Lender promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite HoldersRequired Lenders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to Agent and all Holders Lenders affected thereby and is binding upon them and upon each future holder Lender and upon the Subsidiary Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Subsidiary Guarantors, Agent and any Holder Lender nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of Agent or any HolderLender. As used herein, the term “this Subsidiary Guaranty” and references thereto shall mean this Subsidiary Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Affiliate Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Affiliate Guarantors shall be required in connection with the execution and delivery of an Affiliate Guaranty Supplement or other addition of any additional Affiliate Guarantor, and each Affiliate Guarantor, by its execution and delivery of this Guaranty (or an Affiliate Guaranty Supplement) consents to the addition of each additional Affiliate Guarantor. (b) The Affiliate Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Affiliate Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Affiliate Guarantors will deliver executed copies of each executed Affiliate Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company will not No Affiliate Guarantor will, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedgranted or other credit support is concurrently provided, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any consent given pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Note to (1) the Issuer or the REIT Guarantor, (2) any Subsidiary or any other Affiliate or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Issuer or the REIT Guarantor and/or any of their Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder. (e) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Affiliate Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Affiliate Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ef) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Affiliate Guarantor, the Company Issuer, the REIT Guarantor or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may No amendment or waiver of or consent to any departure by Guarantor from any provision of this Guaranty, shall be amendedbinding on the Noteholders except as expressly set forth and consented to in a writing duly signed and delivered by the Required Holders of the Notes, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent shall be effective only in respect of any of the provisions hereof. The Guarantors will deliver executed or true specific instance and correct copies of each amendment, waiver or consent effected pursuant to for the provisions of this Section 10 to each Holder promptly following the date on specific purpose for which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereongiven. No course of dealing between Guarantor and the Guarantors and Noteholders, nor any Holder failure on the part of the Noteholders to exercise any right, power or remedy nor any delay on the part of the Noteholders in exercising any rights hereunder right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the Noteholders of any right, power or remedy shall preclude any further exercise thereof by the Noteholders. No waiver of any right, power or remedy shall be deemed to occur by any act or knowledge of any Noteholder, its agents, trustees, officers or employees or be binding against any Noteholder, except as expressly set forth in a writing duly signed and delivered by the Required Holders of the Notes. No waiver by the Required Holders of any default shall operate as a waiver of any rights other default or the same default on a future occasion, and no action by any Noteholder permitted hereunder shall in any way affect or impair any of any HolderNoteholders' rights, powers or remedies or the obligations of Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any part of the Indebtedness shall be conclusive and binding on Guarantor irrespective of whether Guarantor was a party to the suit or action in which such determination was made. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders of Notes affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, however, that any amendment hereof with respect to the liability of a Guarantor under this Guaranty pursuant to Section 2(b) hereof shall not require the written consent of the Guarantors or the Required Holders and shall be deemed to have been automatically consented to by the Guarantors and each Holder. (b) The Guarantors (or the Company) will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors (or the Company) will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. , except that (b1) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, no amendment or waiver or consent in respect of any of the provisions hereof. The Guarantors of Section 2, 3 or 4, or any defined term (as it is used therein), will deliver executed be effective as to any Holder unless consented to by such Holder in writing, (2) no such amendment or true and correct copies waiver may, without the written consent of each amendmentHolder, waiver (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or consent effected waiver, or (ii) amend this Section 6, and (3) this Guaranty may be amended by the addition of additional Guarantors pursuant to the provisions of this Section 10 a Joinder to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite HoldersGuaranty Agreement. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (db) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 SECTION 8 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company Obligors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 SECTION 8 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, that without the written consent of all of the Holders, no such waiver, modification, alteration or amendment shall be effective which will reduce the scope of the guaranty set forth in this Guaranty, amend any of the terms or provisions of Section 2 or 6 hereof or amend this Section 10. No such amendment or modification shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required HoldersHolder(s), except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or of any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend Section 2 or this Section 6. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the Holders of the requisite Holderspercentage of the aggregate principal amount of the Notes then outstanding. (c) The Company Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder Holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights right of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any the Guarantor, the Company IRET or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend Section 2 or this Section 6. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.the

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively)Except as otherwise expressly set forth herein, with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of Majority Banks, the amount of Notes then owned by it) with sufficient informationAgent shall, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant subject to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered byparagraph 13, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended enter into agreements amendatory or supplemented. (e) Solely supplemental hereto with the Company for the purpose of determining whether changing any provisions of this Agreement or the Holders Notes, or changing in any manner the rights of the requisite percentage Banks, the Agent or the Company hereunder and thereunder, or waiving compliance with any provision of this Agreement or consenting to the non-compliance thereof. Notwithstanding the foregoing, the consent of all of the aggregate principal amount of Notes then outstanding approved or consented Banks shall be required with respect to any amendment, waiver or consent (i) changing the Aggregate Commitments or the Commitment of any Bank, (ii) changing the maturity of any Loan, or the rate of interest of, time or manner of payment of interest on or principal of, or the principal amount of any Loan, or the amount, time or manner of payment of any fees hereunder, (iii) releasing the lien of the Mortgage or (iv) modifying this paragraph 13. Any such amendment or supplemental agreement, waiver or consent shall apply equally to each of the Banks and shall be given binding on the Company and all of the Banks and the Agent. Any waiver or consent shall be for such period and subject to such conditions or limitations as shall be specified therein, but no waiver or consent shall extend to any subsequent or other Event of Default, or impair any right or remedy consequent thereupon. In the case of any waiver or consent, the rights of the Company, the Banks and the Agent under this Guaranty, Agreement and the Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be otherwise unaffected. Nothing contained herein shall be deemed not to require the Agent to obtain the consent of any Bank with respect to any change in the amount or terms of payment of the Agent's Fees. The Company shall be outstandingentitled to rely upon the provisions of any such amendatory or supplemental agreement, waiver or consent if it shall have obtained any of the same in writing from the Agent who therein shall have represented that such agreement, waiver or consent has been authorized in accordance with the provisions of this paragraph 13.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders. , except that (b1) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, no amendment or waiver or consent in respect of any of the provisions hereof. The Guarantors of Sections 3, 4 or 5, or any defined term (as it is used therein), will deliver executed be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or true and correct copies waiver may, without the written consent of each amendmentHolder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or consent effected pursuant to the provisions of (ii) amend Section 2 or this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders6. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (db) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders of Notes affected thereby and is binding upon them and upon each future holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, however, that any amendment hereof with respect to the liability of a Guarantor under this Guaranty pursuant to Section 2(b) hereof shall not require the written consent of the Guarantors or the Required Holders and shall be deemed to have been automatically consented to by the Guarantors and each Holder. (b) The To the extent any Guarantor proposes to amend this Guaranty, the Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required HoldersHolder(s), except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or of any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend Section 2 or this Section 6. (b) The Guarantors Each Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Each Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the Holders of the requisite Holderspercentage of the aggregate principal amount of the Notes then outstanding. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedgranted or other credit support is concurrently provided, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder Holder and upon the Guarantorseach Guarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors each Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights right of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any each Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Pledge Agreement and any consent to any departure by the Pledgor, the Trustee or the Collateral Agent or from any provision of this Pledge Agreement shall be amendedeffective only if made or duly given in compliance with all of the terms and provisions of the Indenture, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective none of the amount of Notes then owned by it) with sufficient informationTrustee, sufficiently far in advance of the date a decision is requiredCollateral Agent, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered byPledgor, or receives the consent or approval ofany Holder shall be deemed, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid by any remunerationact, whether by way of fee delay, indulgence, omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to default or Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee, the Pledgor, the Collateral Agent or any Holder to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee, the Pledgor, the Collateral Agent or any Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same termsTrustee, ratably to each Holder even if the Pledgor, the Collateral Agent or such Holder did would otherwise have on any future occasion. The Collateral Agent and the Trustee shall sign any amendment hereof authorized or permitted pursuant to Section 12.3 of the Indenture if the amendment does not consent adversely affect the rights, duties, liabilities or immunities of the Collateral Agent and the Trustee. If it does, the Collateral Agent and the Trustee may, in their sole discretion, but need not, sign it. In signing or refusing to sign such waiver or amendment. , the Collateral Agent and the Trustee shall be entitled to receive and, subject to Section 11 and 18.12, shall be fully protected in relying upon, an Opinion of Counsel (das defined in the Indenture) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No stating that such amendment is authorized or waiver will extend to permitted by the Indenture. The rights and remedies herein provided are cumulative, may be exercised singly or affect any obligation, covenant or agreement concurrently and are not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any term, covenant, agreement or condition of this Agreement may, with the consent of the Company, be amended, amended and the observance of any term hereof compliance by the Company therewith may be waived (either generally or in a particular instance in either retroactively or prospectively)) if the Company shall have obtained the consent in writing of the Majority Holders, with (and only with) provided that without the written consent of each Guarantor and the Holders holding all of the Senior Notes then outstanding, no such amendment or waiver shall be effective (i) which will amend or waive any of the provisions of Article II (except for the provisions in subclauses (A) through (D) of clause (y) of Section 2.1(b), which shall only require written consent of the Required HoldersNoteholders (as defined in Article I of Exhibit A hereto)), or (ii) which will change the percentage of Holders required to consent to any such amendment or waiver under this Section, and provided further that without the written consent of the Required Noteholders (as defined in Article I of Exhibit A hereto), no such amendment or waiver shall be effective which will amend or waive any of the covenants incorporated into the Note Agreements in Exhibit A hereto or Events of Default incorporated into the Note Agreements in Exhibit A hereto. (b) The Guarantors So long as there are any Senior Notes outstanding, the Company will provide not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Senior Notes unless each Holder (irrespective of the amount of Senior Notes then owned by it) shall be informed thereof by the Company and shall be afforded the opportunity of considering the same and shall be supplied by the Company with sufficient information, sufficiently far in advance of the date a decision is required, information to enable such Holder it to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereofthereto. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not not, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering entry into by any Holder of any waiver or amendment of any of the terms and provisions hereof of this Agreement or the Senior Notes unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendmentthe Holders. (dc) Any such amendment or waiver consented to as provided in this Section 10 applies shall apply equally to all of the Holders and is shall be binding upon them and them, upon each future holder Holder and upon the GuarantorsCompany, whether or not such Senior Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver will shall extend to or affect any obligation, covenant or agreement obligation not expressly amended or waived or impair any right consequent or consequence thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each the Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance and shall be afforded the opportunity of considering the same for a period of not less than 30 days and shall be supplied by the Guarantors with a brief statement regarding the reasons for any such proposed waiver or amendment, a copy of the date a decision is required, proposed waiver or amendment and such other information regarding such amendment as the Holder shall reasonably request to enable such Holder it to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holdersthereto. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them the Holder and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any the Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any the Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Agreement and any consent to any departure by the Grantor from any provision of this Agreement shall be amendedeffective only if made or duly given in compliance with all of the terms and provisions of the Indenture, and then such waiver or consent shall be effective only in the observance of any term specific instance and for the specific purpose for which given, provided that an amendment or supplement to this Agreement for the purposes contemplated by Section 16 hereof may be waived (either retroactively or prospectively)entered into by the Grantor, with (the Trustee and only with) the written Pledged Securities immediately without the consent of each Guarantor any Holder, so long as such amendment or supplement is reasonably satisfactory in form and substance to the Grantor, the Trustee and the Required Holders. (bPledged Securities Intermediary, provided further that any amendment, supplement or other modification to Schedule I hereto for the purposes contemplated by Section 4(c) The Guarantors will provide each Holder (irrespective and Section 8(c) may be delivered to the Pledged Securities Intermediary without consent of the amount Trustee, the Pledged Securities Intermediary and any Holder. Neither the Trustee nor any Holder of Notes then owned shall be deemed, by it) with sufficient informationany act, sufficiently far in advance of the date a decision is requireddelay, to enable such Holder to make an informed and considered decision with respect to any proposed amendmentindulgence, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee or any Holder of Notes to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee or any Holder of Notes of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same terms, ratably to each Holder even if Trustee or such Holder did would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 Sectiona6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Obligors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and For the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions purposes of this Section 10 to each Holder promptly following the date on which it is -------------------------------- Agreement and all agreements, documents and instruments executed and delivered bypursuant hereto, except as otherwise specifically set forth herein or receives the consent or approval oftherein, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No no course of dealing between the Guarantors Company or the Founders on the one hand and any Holder nor Investor on the other and no delay on the part of any delay party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision hereof or thereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision; provided, however, that except as otherwise provided herein or therein, changes in or additions to, and any rights consents required by, this Agreement may be made, and compliance with any term, covenant, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively) by a consent or consents in writing signed by the Investors holding a majority-in-interest of the Preferred Shares (including for such purposes, on a proportional basis, any Conversion Shares into which any of the Preferred Shares have been converted that have not been sold to the public) and (in the case of any Holder. As used hereinsuch change or addition) the Company; provided, however, that the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended amendment, modification or supplemented. (e) Solely for -------- ------- waiver of any provision which by its terms requires the purpose consent or approval of determining whether the Holders more than a majority-in-interest of the Investors shall only be effective if it is signed by holders of such requisite percentage percentage. All references in this Agreement to a majority-in-interest of the aggregate principal amount Investors refer to Investors holding a- majority-in-interest of Notes then the outstanding approved Preferred Shares and Conversion Shares on an as converted basis. Any amendment or consented to any amendment, waiver or consent to effected in accordance with this Section 7.1 shall be given binding upon each holder of Preferred Shares purchased under this GuarantyAgreement at the time outstanding (including securities into which such Preferred Shares have been converted), Notes directly or indirectly owned by any Guarantor, each future holder of all such securities and the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstandingCompany.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Any consent given pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Notes to a Constituent Company will or any Affiliate in connection with such consent shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder. (d) No Guarantor will, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (de) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ef) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the either Constituent Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders; provided, that without the written consent of the Holder of each Note at the time outstanding affected thereby, no such amendment or waiver shall be effective which will reduce the scope of the guaranty set forth in this Guaranty or amend the requirements of Sections 2, 3 or 4 hereof or amend this Section 10. No such amendment or waiver shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any the Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.. Essex Property Trust, Inc. Parent Guaranty

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Guarantor and the Required Holders. , except that (b1) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, no amendment or waiver or consent in respect of any of the provisions hereof. The Guarantors of Sections 3, 4 or 5, or any defined term (as it is used therein), will deliver executed be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or true and correct copies waiver may, without the written consent of each amendmentHolder, waiver amend Section 2 or this Section 6. No consent effected pursuant of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Parent Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Parent Guaranty Supplement) consents to the provisions addition of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holdersadditional Guarantor. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (db) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ec) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or its Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holdersholders of at least 66-2/3% in aggregate principal amount of outstanding Notes, except that (1) no amendment or waiver of any of the provisions of SECTIONS 3 OR 4, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend SECTION 2 or this SECTION 6. (b) The So long as there are any Notes outstanding, the Guarantors will provide not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions hereof unless each Holder holder of Notes (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Guarantors and shall be afforded the opportunity of considering the same and shall be supplied by the Guarantors with sufficient information, sufficiently far in advance of the date a decision is required, information to enable such Holder it to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereofthereto. The Guarantors will deliver executed or true and correct copies of each amendmentnot, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Holder holder of Notes as consideration for or as an inducement to the entering into by any Holder holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedoffered, on the same terms, ratably to each Holder even if such Holder did not consent to the holders of all Notes then outstanding. Promptly and in any event within 30 days of the date of execution and delivery of any such waiver or amendment, the Guarantors shall provide a true, correct and complete copy thereof to each of the holders of the Notes. (dc) Any amendment or waiver consented to as provided in this Section 10 SECTION 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty Any provision in this Agreement, the Notes or the other Operative Documents to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be amendedmade, and the observance of compliance with any term hereof covenant or provision set forth herein or therein may be waived (either retroactively omitted or prospectively)waived, with (and only with) if the written Borrower shall obtain consent of each Guarantor and thereto in writing from the Required Holders. , and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes; provided that (bi) The Guarantors will provide each Holder without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (irrespective including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the amount of Notes then owned by it) with sufficient informationHolder Representative, sufficiently far in advance no such consent or waiver shall be effective to alter the rights or obligations of the date a decision is requiredHolder Representative. If the Required Holders vote to alter, to enable such Holder to make an informed and considered decision amend or waive compliance with respect the Intercreditor Agreement or any subordination or intercreditor agreement relating to any proposed amendmentSubordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in respect the specific instance and for the specific purpose for which given. Written notice of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to under this subsection shall promptly be delivered by the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, Borrower to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder Holders who did not consent to such waiver or amendmentexecute the same. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend Section 2 or this Section 6. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, ; the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 2, 3 or 4, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend this Section 6, and (3) this Guaranty may be amended by the addition of additional Guarantors pursuant to a Guaranty Supplement. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance and shall be afforded the opportunity of considering the same for a period of not less than 30 days and shall be supplied by such Guarantors with a brief statement regarding the reasons for any such proposed waiver or amendment, a copy of the date a decision is required, proposed waiver or amendment and such other information regarding such amendment as any Holder shall reasonably request to enable such Holder it to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereofthereto. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Each Guarantor agrees it will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders; provided, that without the written consent of the Holders of all of the Notes then outstanding, no such waiver, modification, alteration or amendment shall be effective which will reduce the scope of the guaranty set forth in this Guaranty or amend the requirements of Sections 2, 3 or 4 hereof or amend this Section 10. No such amendment or modification shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights First Potomac Realty Trust Trust Guaranty hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any the Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Pledge Agreement and any consent to any departure by the Pledgor, the Trustee or the Collateral Agent or from any provision of this Pledge Agreement shall be amendedeffective only if made or duly given in compliance with all of the terms and provisions of the Indenture, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective none of the amount of Notes then owned by it) with sufficient informationTrustee, sufficiently far in advance of the date a decision is requiredCollateral Agent, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered byPledgor, or receives the consent or approval ofany Holder shall be deemed, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid by any remunerationact, whether by way of fee delay, indulgence, omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to default or Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee, the Pledgor, the Collateral Agent or any Holder to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee, the Pledgor, the Collateral Agent or any Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same termsTrustee, ratably to each Holder even if the Pledgor, the Collateral Agent or such Holder did would otherwise have on any future occasion. The Collateral Agent and the Trustee shall sign any amendment hereof authorized or permitted pursuant to Section 12.1(c) of the Indenture if the amendment does not consent adversely affect the rights, duties, liabilities or immunities of the Collateral Agent and the Trustee. If it does, the Collateral Agent and the Trustee may, in their sole discretion, but need not, sign it. In signing or refusing to sign such waiver or amendment. , the Collateral Agent and the Trustee shall be entitled to receive and, subject to Section 11 and 18.12, shall be fully protected in relying upon, an Opinion of Counsel (das defined in the Indenture) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No stating that such amendment is authorized or waiver will extend to permitted by the Indenture. The rights and remedies herein provided are cumulative, may be exercised singly or affect any obligation, covenant or agreement concurrently and are not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Subsidiary Guarantor and the Required Holders. (b) The Subsidiary Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Subsidiary Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 9 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company Subsidiary Guarantors will not not, directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 9 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the Subsidiary Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Subsidiary Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Subsidiary Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Pledge Agreement and any consent to any departure by the Pledgor, the Trustee or the Collateral Agent or from any provision of this Pledge Agreement shall be amendedeffective only if made or duly given in compliance with all of the terms and provisions of the Indenture, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective none of the amount of Notes then owned by it) with sufficient informationTrustee, sufficiently far in advance of the date a decision is requiredCollateral Agent, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered byPledgor, or receives the consent or approval ofany Holder shall be deemed, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid by any remunerationact, whether by way of fee delay, indulgence, omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to default or Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee, the Pledgor, the Collateral Agent or any Holder to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee, the Pledgor, the Collateral Agent or any Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same termsTrustee, ratably to each Holder even if the Pledgor, the Collateral Agent or such Holder did would otherwise have on any future occasion. The Collateral Agent and the Trustee shall sign any amendment hereof authorized or permitted pursuant to Section 12.01(c) of the Indenture if the amendment does not consent adversely affect the rights, duties, liabilities or immunities of the Collateral Agent and the Trustee. If it does, the Collateral Agent and the Trustee may, in their sole discretion, but need not, sign it. In signing and refusing to sign such waiver or amendment. , the Collateral Agent and the Trustee shall be entitled to receive and, subject to Section 11 and 17.11, shall be fully protected in relying upon, an Opinion of Counsel (das defined in the Indenture) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No stating that such amendment is authorized or waiver will extend to permitted by the Indenture. The rights and remedies herein provided are cumulative, may be exercised singly or affect any obligation, covenant or agreement concurrently and are not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required HoldersLenders, except that (but subject to the terms of Section 16.1 of the Loan Agreement) (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to Agent or any Lender unless consented to by Agent or such Lender in writing, and (2) no such amendment or waiver may, without the written consent of each Lender, (i) change the percentage of the principal amount of the Loans which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. (b) The Guarantors Guarantor will provide Agent and each Holder Lender (irrespective of the amount of Notes Loans then owned held by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable Agent and such Holder Lender to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to Agent and each Holder Lender promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite HoldersRequired Lenders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to Agent and all Holders Lenders affected thereby and is binding upon them and upon each future holder Lender and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor, Agent and any Holder Lender nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of Agent or any HolderLender. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend Section 2 or this Section 6. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section SECTION 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section SECTION 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. No consent of the Holders or the Guarantors shall be required in connection with the issuance and sale of Additional Notes, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the issuance of Additional Notes pursuant to the Note Purchase Agreement. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Parent Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Parent Guarantor and the Required HoldersLenders, except that (but subject to the terms of Sections 2.23(b) and 10.6 of the Credit Agreement) (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to Agent or any Lender unless consented to by Agent or such Lender in writing, and (2) no such amendment or waiver may, without the written consent of each Lender, (i) change the percentage of the principal amount of the Revolving Credit Commitments which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. (b) The Guarantors Parent Guarantor will provide Agent and each Holder Lender (irrespective of the amount of Notes Revolving Credit Commitments then owned held by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable Agent and such Holder Lender to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Parent Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to Agent and each Holder Lender promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite HoldersRequired Lenders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to Agent and all Holders Lenders affected thereby and is binding upon them and upon each future holder Lender and upon the GuarantorsParent Guarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Parent Guarantor, Agent and any Holder Lender nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of Agent or any HolderLender. As used herein, the term “this Parent Guaranty” and references thereto shall mean this Parent Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively)Except as otherwise expressly set forth herein, with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of Majority Banks, the amount of Notes then owned by it) with sufficient informationAgent shall, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant subject to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by13, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended enter into agreements amendatory or supplemented. (e) Solely supplemental hereto with the Company for the purpose of determining whether changing any provisions of this Agreement or the Holders Notes, or changing in any manner the rights of the requisite percentage Banks, the Agent or the Company hereunder and thereunder, or waiving compliance with any provision of this Agreement or consenting to the non-compliance thereof. Notwithstanding the foregoing, the consent of all of the aggregate principal amount of Notes then outstanding approved or consented Banks shall be required with respect to any amendment, waiver or consent (i) increasing the Aggregate Commitments or the Commitment of any Bank, (ii) postponing or extending the Maturity Date (other than such extension from the Initial Maturity Date to the Final Maturity Date), or the time of payment of interest on or principal of, or the principal amount of any Loan, or the time of payment of any fees hereunder, (iii) decreasing the rate of interest on or the amount of any fees hereunder or (iv) modifying this Section 13 or the definition of “Majority Banks”. Any such amendment or supplemental agreement, waiver or consent shall apply equally to each of the Banks and shall be given binding on the Company and all of the Banks and the Agent. Any waiver or consent shall be for such period and subject to such conditions or limitations as shall be specified therein, but no waiver or consent shall extend to any subsequent or other Event of Default, or impair any right or remedy consequent thereupon. In the case of any waiver or consent, the rights of the Company, the Banks and the Agent under this Guaranty, Agreement and the Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be otherwise unaffected. Nothing contained herein shall be deemed not to require the Agent to obtain the consent of any Bank with respect to any change in the amount or terms of payment of the Agent’s Fees. The Company shall be outstandingentitled to rely upon the provisions of any such amendatory or supplemental agreement, waiver or consent if it shall have obtained any of the same in writing from the Agent who therein shall have represented that such agreement, waiver or consent has been authorized in accordance with the provisions of this Section 13.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each The Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, -------------------------------- Trustee may amend or agree to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of waive any of the provisions hereofof this Guaranty; provided however, that without the consent of the Required Holders, no such amendment or waiver shall be made which adversely affects the interests of the Holders of the Notes in any material respect. The Guarantors will deliver executed Any amendment or true waiver of any provision of this Guaranty and correct copies any consent to any departure by the Guarantor from any provision of each amendment, waiver this Guaranty shall be effective only if made or consent effected pursuant to duly given in compliance with all of the terms and provisions of this Section 10 to each 4.6 and neither the Trustee nor any Holder promptly following the date on which it is executed and delivered byof Notes shall be deemed, or receives the consent or approval ofby any act, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remunerationdelay, whether by way of fee indulgence, omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to default hereunder or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee or any Holder of Notes to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee or any Holder of Notes of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same terms, ratably to each Holder even if Trustee or such Holder did of Notes would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders of Notes affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty Neither this Agreement nor any other Senior Finance Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Parent Borrower, the U.S. Borrower and the observance Required Lenders or, in the case of any term hereof may be waived other Senior Finance Document, pursuant to an agreement or agreements in writing entered into by the Parent Borrower and/or any other Credit Parties party thereto and each of the Administrative Agents and/or the Collateral Agents, as applicable; PROVIDED that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time either Administrative Agent shall have declared, or the Required Lenders shall have requested either Administrative Agent to declare, the Loans, unreimbursed LC Obligations and BA Reimbursement Obligations immediately due and payable pursuant to ARTICLE VIII; PROVIDED, HOWEVER, that: (either retroactively i) no such amendment, change, waiver, discharge or prospectively)termination shall, with (and only with) without the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision Lender directly affected thereby or with respect to any proposed amendmentclauses (I), waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true (J), (K), (L) and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of(M), the requisite Holders.percentage of Lenders referred to therein: (cA) The Company will not directly extend the final maturity of any Loan or indirectly pay or cause to be paid the time of payment of any remuneration, whether by way of fee or otherwisereimbursement obligation, or grant any securityportion thereof, arising from drawings under Letters of Credit or from the maturity of any Bankers' Acceptance, or extend or waive any Principal Amortization Payment or any portion thereof; PROVIDED that this CLAUSE (A) shall not restrict the ability of the Required Lenders to waive any Holder as consideration for Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or as an inducement waiver), prior to the entering into by time either Administrative Agent shall have declared, or the Required Lenders shall have requested either Administrative Agent to declare, the Loans, unreimbursed LC Obligations and BA Reimbursement Obligations immediately due and payable pursuant to ARTICLE VIII; (B) reduce the rate, or extend the time of payment, of interest on any Holder Loan (other than as a result of waiving the applicability of any waiver post-default increase in interest rates) thereon or amendment fees hereunder; PROVIDED, HOWEVER, that only the consent of the Required Lenders shall be necessary to amend the provisions related to the default rate of interest or to waive an obligation of a Borrower to pay such default interest; (C) reduce or waive the principal amount of any of the terms and provisions hereof unless such remuneration is concurrently paidLoan, any LC Disbursement or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment.any BA Reimbursement Obligation; (dD) Any amendment or waiver consented to as provided increase the Commitment of a Lender over the amount thereof in this Section 10 applies equally to all Holders effect (it being understood and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as agreed that a waiver of any rights Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Holder. As used hereinCommitment of any Lender); (E) release all or substantially all of the Collateral securing the Senior Obligations hereunder (PROVIDED that either Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in compliance with SECTION 7.05 or released in compliance with SECTION 9.01(b)); (F) release any Borrower or substantially all of the other Credit Parties from its or their obligations under the Senior Finance Documents (PROVIDED that either Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with SECTION 7.05 or released in compliance with SECTION 9.01(c)); (G) amend, modify or waive any provision of SECTIONS 8.03(a), 2.13, or 2.14 or this SECTION 10.03 or reduce any percentage specified in, or otherwise modify, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented.definition of Required Lenders; (eH) Solely for consent to the purpose of determining whether the Holders assignment or transfer by any Borrower or all or substantially all of the requisite percentage other Credit Parties of any of its or their rights and obligations under (or in respect of) the Senior Finance Documents, except as permitted thereby; (I) extend the time for, reduce the amount of or modify the manner of application of proceeds of any mandatory prepayment required by SECTION 2.10(b)(iv), (v), (vi), (vii),(viii), (ix) or (x), SECTION 2.10(c) without the prior written consent of Lenders holding in the aggregate at least a majority of the aggregate outstanding principal amount of Notes then the Term A Loans and Lenders holding in the aggregate at least a majority of the outstanding approved principal amount of the Term B Loans; (J) effect any waiver, amendment or consented modification that by its terms adversely affects the rights, in respect of payments, the Collateral or the Guaranties by the Guarantors, of the Lenders holding Term A Loans or Revolving Loans differently from those of the Lenders holding Term B Loans, without the prior written consent of Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Term A Loans, Required Canadian Revolving Lenders, Required U.S. Revolving Lenders and Lenders holding in the aggregate at least a majority of the outstanding principal amount of the Term B Loans; (K) effect any waiver of the conditions to funding any amendmentU.S. Revolving Loan or U.S. Swingline Loan or to issuing any U.S. Letter of Credit in each case after the Closing Date, without the prior written consent of the Required U.S. Revolving Lenders; (L) effect any waiver of the conditions to funding any Canadian Revolving Loan or Canadian Swingline Loan or to issuing any Bankers' Acceptance or -170- any Canadian Letter of Credit in each case after the Closing Date, without the prior written consent of the Required Canadian Revolving Lenders; (M) release any Material Credit Party from its obligations under the Senior Finance Documents (PROVIDED that either Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with SECTION 7.05 or released in compliance with SECTION 9.01(c)) or any material portion of the Collateral securing the Senior Obligations hereunder (PROVIDED that either Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in compliance with SECTION 7.05 or released in compliance with Section 9.01(b)), in each case, without the prior written consent of Lenders whose aggregate Credit Exposure constitutes more than 75% of the Credit Exposure of all Lenders at such time; and (ii) no provision of ARTICLE IX may be amended without the consent of each Administrative Agent and each Collateral Agent, no provision of SECTION 2.05 may be amended without the consent of each Issuing Lender and no provision of SECTION 2.01(d) may be amended without the consent of any Swingline Lender affected thereby. Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Subordinated Note Indenture), shall reside solely with either of the Administrative Agents, and either Administrative Agent shall deliver such Payment Blockage Notice, only upon the direction of the Required Lenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, the Letters of Credit or the Bankers' Acceptances, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to be given under this Guarantyallow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. Furthermore, Notes directly or indirectly owned no election by any Guarantor, Lender holding a Term B Loan to decline a mandatory prepayment as provided in SECTION 2.10(b)(xi) shall require the Company or consent of any other Person. The various requirements of their respective subsidiaries or Affiliates this SECTION 10.03 are cumulative. Each Lender and each holder of a Note shall be deemed bound by any waiver, amendment or modification authorized by this SECTION 10.03 regardless of whether its Note shall have been marked to make reference therein, and any consent by any Lender or holder of a Note pursuant to this SECTION 10.03 shall bind any Person subsequently acquiring a Note from it, whether or not to be outstandingsuch Note shall have been so marked.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders. Lenders, except that (b1) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, no amendment or waiver or consent in respect of any of the provisions hereof. The Guarantors of Sections 3, 4 or 5, or any defined term (as it is used therein), will deliver executed be effective as to any Lender unless consented to by such Lender in writing, and (2) no such amendment or true and correct copies waiver may, without the written consent of each amendmentLender, (i) change the percentage of the principal amount of the Loans the Lenders of which are required to consent to any such amendment or waiver or consent effected pursuant to the provisions of (ii) amend Section 2 or this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders6. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (db) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders Lenders of Loans affected thereby and is binding upon them and upon each future holder Lender and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder Lender nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any HolderLender. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Subsidiary Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Subsidiary Guaranty Supplement) consents to the addition of each additional Guarantor. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Subsidiary Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company will not No Guarantor will, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedgranted or other credit support is concurrently provided, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any consent given pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Note to (1) a Constituent Company, (2) any Subsidiary or any other Affiliate or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with either Constituent Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder. (e) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ef) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the either Constituent Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any term, covenant, agreement or condition of this Agreement may, with the consent of the Borrower, be amended, amended and the observance of any term hereof compliance by the Borrower therewith may be waived (either generally or in a particular instance in either retroactively or prospectively)) if the Borrower shall have obtained the consent in writing of the Required Noteholders, with (and only with) PROVIDED THAT without the written consent of each Guarantor and the Required HoldersNoteholders holding all of the Notes then outstanding, no such amendment or waiver shall be effective (I) which will amend or waive any of the provisions of Article II, or (II) which will change the percentage of Noteholders required to consent to any such amendment or waiver under this SECTION 8.7. (b) The Guarantors So long as there are any Notes outstanding, the Borrower will provide not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes unless each Holder Noteholder (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Borrower and shall be afforded the opportunity of considering the same and shall be supplied by the Borrower with sufficient information, sufficiently far in advance of the date a decision is required, information to enable such Holder it to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereofthereto. The Guarantors Borrower will deliver executed or true and correct copies of each amendmentnot, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Holder Noteholder as consideration for or as an inducement to the entering entry into by any Holder Noteholder of any waiver or amendment of any of the terms and provisions hereof of this Agreement or the Notes unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendmentthe Noteholders. (dc) Any such amendment or waiver consented to as provided in this Section 10 applies shall apply equally to all Holders of the Noteholders and is shall be binding upon them and them, upon each future holder Noteholder and upon the GuarantorsBorrower, whether or not such Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver will shall extend to or affect any obligation, covenant or agreement obligation not expressly amended or waived or impair any right consequent or consequence thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty For purposes of this Agreement and all agreements, documents and instruments executed pursuant hereto, except as otherwise specifically set forth herein or therein, no course of dealing between the Company and any Investor and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision hereof or thereof may be amendedamended or waived otherwise than by a written instrument signed by the party so amending or waiving such covenant or other provision; PROVIDED, HOWEVER, that except as otherwise provided herein or therein, changes in or additions to, and the observance of any term hereof consents required by, this Agreement may be made, and compliance with any term, covenant, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively), with (and only with) the written by a consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective or consents in writing signed by Investors holding a majority of the amount outstanding shares of Notes then owned by it) with sufficient informationPreferred Stock (including for such purposes, sufficiently far in advance of the date on a decision is requiredproportional basis, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of Conversion Shares into which any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant Preferred Shares have been converted that have not been sold to the provisions public) and (in the case of this Section 10 to each Holder promptly following any such change or addition) the date on Company; PROVIDED, HOWEVER, that the amendment or waiver of any provision which it is executed and delivered by, by its terms or receives by the terms of the Charter requires the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder more than holders of any waiver or amendment of any a majority of the terms outstanding shares of Preferred Stock shall only be effective if it is signed by holders of such requisite percentage. All references in this Agreement to holders of a majority or a specific percentage of the outstanding shares of Preferred Stock refer to holders of a majority or such specific percentage of the outstanding shares of Preferred Stock, as the case may be, of the outstanding Preferred Shares and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, Conversion Shares on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) an as converted basis. Any amendment or waiver consented to as provided effected in accordance with this Section 10 applies equally to all Holders and is 7.1 shall be binding upon them and upon each holder of Preferred Shares purchased under this Agreement at the time outstanding (including securities into which such Preferred Shares have been converted), each future holder of all such securities and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedCompany. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and For the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions purposes of this Section 10 to each Holder promptly following the date on which it is Agreement and all agreements, documents and instruments executed and delivered bypursuant hereto, except as otherwise specifically set forth herein or receives the consent or approval oftherein, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No no course of dealing between the Guarantors Company and the Founder, on the one hand, and any Holder nor Investor, on the other, and no delay on the part of any delay party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision hereof or thereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision; provided, however, that except as otherwise provided herein or therein, changes in or additions to, and any rights consents required by, this Agreement may be made, and compliance with any term, covenant, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively) with respect to the holders of a series of Convertible Preferred Shares by a consent or consents in writing signed by the holders of fifty-eight percent in interest of such series of Convertible Preferred Shares (including for such purposes, on a proportional basis, any Conversion Shares into which any of such series of Convertible Preferred Shares have been converted that have not been sold to the public) and (in the case of any Holdersuch change or addition) the Company; provided, however, that the amendment, modification or waiver of any provision which by its terms requires the consent or approval of holders of more than fifty-eight percent in interest of any series of Convertible Preferred Shares or the consent or approval of certain Outside Investors shall only be effective with respect to the holders of such series of Convertible Preferred Shares if it is signed by holders of such requisite percentage or such Outside Investors. As used herein, the term “All references in this Guaranty” and references thereto shall mean this Guaranty as it may from time Agreement to time be amended or supplemented. (e) Solely for the purpose holders of determining whether the Holders fifty-eight percent in interest of a series of Convertible Preferred Shares refer to holders of 58% of the requisite percentage outstanding Convertible Preferred Shares of such series. Any amendment or waiver effected in accordance with this Section 7.1 shall be binding upon each holder of Convertible Preferred Shares of the aggregate principal amount applicable series at the time outstanding (including securities into which such Convertible Preferred Shares have been converted), each future holder of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, all such securities and the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstandingCompany.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company Obligors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented.. Table of Contents (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company any Obligor or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Agreement and any consent to any departure by the Grantor from any provision of this Agreement shall be amendedeffective only if in writing, signed by the Trustee and made or duly given in compliance with all of the terms and provisions of the Indenture, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent shall be effective only in respect the specific instance and for the specific purpose for which given. Neither the Trustee nor any Holder of Notes shall be deemed, by any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendmentact, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered bydelay, or receives the consent or approval ofindulgence, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to Default or Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee or any Holder of Notes to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee or any Holder of Notes of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same terms, ratably to each Holder even if Trustee or such Holder did of Notes would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not consent to such waiver exclusive of any rights or amendmentremedies provided by law. (db) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon Without the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver consent of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage Notes and the Grantors, the Trustee may amend or waive any provision of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver this Agreement or consent to be given under this Guaranty, Notes directly or indirectly owned any departure by any GuarantorGrantor from any provision hereof, for any of the following purposes: (i) to evidence the succession of another Person to the Company, or any other Grantor, and the assumption by any such successor of the obligations of the Company or such other Grantor contained herein; (ii) to evidence and provide for the appointment of a successor Trustee; (iii) to cure any ambiguity, to correct or supplement any provision in this Agreement that may defective or inconsistent with any other provision of their respective subsidiaries this Agreement or Affiliates the Indenture, or to make any other provisions with respect to matters or questions arising under this Agreement with shall not be deemed not to be outstanding.inconsistent with the provisions of this Agreement or the Indenture; provided that, in each

Amendments, Waivers and Consents. (a) This Guaranty Guarantee may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 SECTION 8 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 SECTION 8 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” Guarantee" and references thereto shall mean this Guaranty Guarantee as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this GuarantyGuarantee, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Section 2, 3 or 4, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend this Section 6, and (3) this Guaranty may be amended by the addition of additional Guarantors pursuant to a Guaranty Joinder. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Each Guarantor agrees it will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Subsidiary Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Subsidiary Guaranty Supplement) consents to the addition of each additional Guarantor. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Subsidiary Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company will not No Guarantor will, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedgranted or other credit support is concurrently provided, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any consent given pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Note to (1) the Company, (2) any Subsidiary or any other Affiliate or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder. (e) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ef) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 2, 3 or 4, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Regulated Subsidiary Notes the Holders of which are required to consent to any such amendment or waiver, or (ii) amend this Section 6. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Regulated Subsidiary Notes then owned by it) with sufficient information, sufficiently far in advance and shall be afforded the opportunity of considering the same for a period of not less than 30 days and shall be supplied by the Guarantor with a brief statement regarding the reasons for any such proposed waiver or amendment, a copy of the date a decision is required, proposed waiver or amendment and such other information regarding such amendment as any Holder shall reasonably request to enable such Holder it to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereofthereto. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantor agrees it will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders and is binding upon them and upon each future holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Subsidiary Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Subsidiary Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Section 7, or any defined term (as it is used therein for purposes of Section 7), will be effective as to a holder of the Notes unless consented to by such holder in writing, (2) no such amendment or waiver may, without the written consent of each holder of each Note at the time outstanding affected thereby, (i) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (ii) amend any of Sections 2, 3, 4, 5, 8 or 9, and (3) this Subsidiary Guaranty Agreement may be amended by the addition of additional Subsidiary Guarantors pursuant to a Guaranty Joinder. (b) The Subsidiary Guarantors will provide each Holder Note Purchaser and each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder Note Purchaser or holder of the Notes to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Subsidiary Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 8 to each Holder Note Purchaser and each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite HoldersNote Purchasers or holders of Notes. (c) The Company Each Subsidiary Guarantor agrees it will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder Note Purchaser or holder of Notes as consideration for or as an inducement to the entering into by any Holder such Note Purchaser or holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedgranted or other credit support concurrently provided, on the same terms, ratably to each Holder even if Note Purchaser and holder of Notes then outstanding whether or not such Holder did not consent Note Purchaser or holder of Notes consented to such waiver or amendment. (d) Any consent given pursuant to this Section 8 by a holder of a Note that has transferred or has agreed to transfer its Note to the Parent Guarantor or any of its Subsidiaries or Affiliates in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. (e) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders Note Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the GuarantorsSubsidiary Guarantors without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant covenant, or agreement agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Subsidiary Guarantors and any Holder nor Note Purchaser or holder of any Note and no delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended Note Purchaser or supplementedholder of such Note. (ef) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this GuarantySubsidiary Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company Subsidiary Guarantors or any of their respective subsidiaries Subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Agreement and any consent to any departure by the Issuer from any provision of this Agreement shall be amendedeffective only if made or duly given in compliance with all of the terms and provisions of the Certificate of Designation, and neither the observance Escrow Agent nor any Holder of Junior Preferred Stock shall be deemed, by any term hereof may be waived (either retroactively or prospectively)act, with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient informationdelay, sufficiently far in advance of the date a decision is requiredindulgence, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and conditions hereof. Consistent with the foregoing, this Agreement may be amended, its provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver may be waived and departures from its provisions may be consented to as provided in this Section 10 applies equally to all Holders by action of the Issuer and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (eif applicable) Solely for the purpose of determining whether the Holders of the requisite percentage Junior Preferred Stock, all as provided in the Certificate of the aggregate principal amount Designation; PROVIDED, HOWEVER, that no amendment or waiver of Notes then outstanding approved any provision of this Agreement, or consented any consent to any departure by the Issuer or any of its subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Escrow Agent, if such amendment, waiver or consent to be given under this Guarantywould adversely affect the rights of the Escrow Agent hereunder. Failure of the Escrow Agent, Notes directly or indirectly owned by any Guarantor, the Company or any Holder of their respective subsidiaries Junior Preferred Stock to exercise, or Affiliates delay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Escrow Agent or any Holder of Junior Preferred Stock of any right or remedy hereunder on any one occasion shall not be deemed construed as a bar to any right or remedy that the Escrow Agent or such Holder of Junior Preferred Stock would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not to be outstandingexclusive of any rights or remedies provided by law.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and For the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions purposes of this Section 10 to each Holder promptly following the date on which it is Agreement and all agreements, documents and instruments executed and delivered bypursuant hereto, except as otherwise specifically set forth herein or receives the consent or approval oftherein, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No no course of dealing between the Guarantors Company and any Holder nor Purchaser and no delay on the part of any delay party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision hereof or thereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision; PROVIDED, HOWEVER, that except as otherwise provided herein or therein, the written consent of the Majority Purchasers and the Company shall be required for changes in or additions to, and any consents required by this Agreement, and omissions or waivers of compliance with any term, covenant, condition or provision set forth herein (either generally or in a particular instance, and either retroactively or prospectively); PROVIDED, HOWEVER, that, notwithstanding the foregoing proviso, (i) the written consent of the Majority Bain Purchasers and the Company shall be required for changes in or additions to, and any consents required by this Agreement, and omissions or waivers of compliance with any term, covenant, condition or provision set forth herein (either generally or in a particular instance, and either retroactively or prospectively) which materially adversely affects the rights of the Majority Bain Purchasers as such, and (ii) the written consent of Xxxxxxxx and the Company shall be required for changes in or additions to, and any Holderconsents required by this Agreement, and omissions or waivers of compliance with any term, covenant, condition or provision set forth herein (either generally or in a particular instance, and either retroactively or prospectively) which materially adversely affects the rights of Xxxxxxxx as such. As used herein, the term “Any amendment or waiver affected in accordance with this Guaranty” and references thereto paragraph shall mean this Guaranty as it may from time to time be amended binding upon each holder or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given Securities purchased under this Guaranty, Notes directly or indirectly owned by any Guarantor, Agreement at the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be time outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section SECTION 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company Guarantors will not not, nor will they permit any Subsidiary or any Affiliate to, directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section SECTION 10 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively)Except as otherwise expressly set forth herein, with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of Majority Banks, the amount of Notes then owned by it) with sufficient informationAgent shall, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant subject to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered byparagraph 13, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended enter into agreements amendatory or supplemented. (e) Solely supplemental hereto with the Company for the purpose of determining whether changing any provisions of this Agreement or the Holders Notes, or changing in any manner the rights of the requisite percentage Banks, the Agent or the Company hereunder and thereunder, or waiving compliance with any provision of this Agreement or consenting to the non-compliance thereof. Notwithstanding the foregoing, the consent of all of the aggregate principal amount of Notes then outstanding approved or consented Banks shall be required with respect to any amendment, waiver or consent (i) changing the Aggregate Commitments or the Commitment of any Bank or (ii) changing the maturity of any Loan, or the rate of interest of, time or manner of payment of interest on or principal of, or the principal amount of any Loan, or the amount, time or manner of payment of any fees hereunder, or modifying this paragraph 13. Any such amendment or supplemental agreement, waiver or consent shall apply equally to each of the Banks and shall be given binding on the Company and all of the Banks and the Agent. Any waiver or consent shall be for such period and subject to such conditions or limitations as shall be specified therein, but no waiver or consent shall extend to any subsequent or other Event of Default, or impair any right or remedy consequent thereupon. In the case of any waiver or consent, the rights of the Company, the Banks and the Agent under this Guaranty, Agreement and the Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be otherwise unaffected. Nothing contained herein shall be deemed not to require the Agent to obtain the consent of any Bank with respect to any change in the amount or terms of payment of the Agent's Fees. The Company shall be outstandingentitled to rely upon the provisions of any such amendatory or supplemental agreement, waiver or consent if it shall have obtained any of the same in writing from the Agent who therein shall have represented that such agreement, waiver or consent has been authorized in accordance with the provisions of this paragraph 13.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders; provided, that without the written consent of the Holder of each Note at the time outstanding affected thereby, no such amendment or waiver shall be effective which will reduce the scope of the guaranty set forth in this Guaranty or amend the requirements of Sections 2, 3 or 4 hereof or amend this Section 8. No such amendment or waiver shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 8 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 8 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any the Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may Any amendment or waiver of any provision of this Agreement and any consent to any departure by any Grantor from any provision of this Agreement shall be amendedeffective only if in writing, signed by the Trustee, the Account Collateral Securities Intermediary, and the observance of any term hereof may be waived (either retroactively Grantors and made or prospectively), duly given in compliance with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective all of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance terms and provisions of the date a decision is requiredIndenture, to enable and then such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent shall be effective only in respect the specific instance and for the specific purpose for which given. Neither the Trustee nor any Holder of Notes shall be deemed, by any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendmentact, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered bydelay, or receives the consent or approval ofindulgence, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to Default or Event of Default or in any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of the Trustee or any Holder of Notes to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee or any Holder of Notes of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the same terms, ratably to each Holder even if Trustee or such Holder did of Notes would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not consent to such waiver exclusive of any rights or amendmentremedies provided by law. (db) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon Without the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver consent of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage Notes, the Grantors, the Account Collateral Securities Intermediary, and the Trustee may amend or waive any provision of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver this Agreement or consent to be given under this Guaranty, Notes directly or indirectly owned any departure by any GuarantorGrantor from any provision hereof, for any of the following purposes: (i) to evidence the succession of another Person to the Company, or any other Grantor, and the assumption by any such successor of the obligations of the Company or such other Grantor contained herein; (ii) to evidence and provide for the appointment of a successor Trustee or Account Collateral Securities Intermediary hereunder; (iii) to cure any ambiguity, to correct or supplement any provision in this Agreement that may defective or inconsistent with any other provision of their respective subsidiaries this Agreement or Affiliates shall be deemed not the Indenture, or to be outstanding.make any other provisions with respect to matters or questions

Amendments, Waivers and Consents. (a) This Guaranty Neither this Agreement nor any of the other Loan Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or supplemented (by amendment, waiver, consent or otherwise) nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Agent may, from time to time, (a) enter into with the Company written amendments, supplements or modifications hereto and to the observance other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Company hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall: (i) reduce the amount or extend the scheduled date of maturity of any term hereof may Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the Default Rate which shall be waived (either retroactively determined by a vote of the Required Lenders) or prospectively)extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, with (and only with) in each case without the written consent of each Lender directly affected thereby; or (ii) amend, modify or waive any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and adversely affected thereby (iii) release the Company or all or substantially all of the value of the Subsidiary Guaranty, without the written consent of all of the Lenders; provided that the Agent may release any Guarantor and permitted to be released pursuant to the terms of this Agreement; or (iv) release all or substantially all of the value of the Collateral without the written consent of all of the Lenders; provided that the Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement or the Security Documents; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) release or subordinate all or substantially all of the Collateral or release or subordinate any Security Document (or any Lien created thereby) which would have the effect of releasing all or substantially all of the Collateral without the written consent of each Lender; provided that the Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement or the Security Documents; or (vii) permit the Company to assign or transfer any of its rights or obligations under this Agreement or other Loan Documents without the written consent of all of the Lenders; or (viii) amend, modify or waive any provision of the Loan Documents requiring consent, approval or request of the Required Holders.Lenders or all Lenders, without the written consent of the Required Lenders or all the Lenders as appropriate; or (bix) The Guarantors will provide amend, modify or waive the pro rata sharing of payments, including pursuant to Section 9.7, by and among the Lenders or change Section 2.11 without the written consent of each Holder Lender directly affected thereby; (irrespective x) amend, modify or waive any provision of Article VIII without the written consent of the then Agent; or (xi) (i) waive any of the conditions precedent (including the waiver of any Default or Event of Default) to the making or issuance of Revolving Loans pursuant to Section 4.2, (ii) increase the amount of Notes then owned by itthe Swingline Commitment or (iii) with sufficient information, sufficiently far in advance increase the amount of the date a decision is requiredLOC Committed Amount, in each case, if such amendment, modification or waiver has not been consented to enable such Holder to make an informed and considered decision with respect to any proposed by the Required Revolving Lenders; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agent, the Issuing Lenders or the Swingline Lenders under any Loan Document shall in respect any event be effective, unless in writing and signed by the Agent, the applicable Issuing Lender and/or the Applicable Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Company, the Lenders, the Agent and all future holders of the Notes. In the case of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval ofwaiver, the requisite Holders. (c) The Company will not directly Company, the Lenders and the Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Loan Documents, and any Default or indirectly pay or cause Event of Default permanently waived shall be deemed to be paid any remuneration, whether by way of fee or otherwise, or grant any security, cured and not continuing; but no such waiver shall extend to any Holder as consideration for subsequent or as an inducement to the entering into by any Holder other Default or Event of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paidDefault, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course Notwithstanding any of dealing between the Guarantors foregoing to the contrary, the consent of the Company shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding any of the foregoing to the contrary, the Company and the Agent, without the consent of any Holder nor Lender, may enter into any delay in exercising any rights hereunder shall operate as a amendment, modification or waiver of any rights Loan Document, or enter into any new agreement or instrument, to correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Agent), in any provision of any HolderLoan Document, if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. As used Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Xxxxxx sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the term “this Guaranty” and references thereto Required Lenders may consent to allow a Credit Party to use Cash Collateral in the context of a bankruptcy or insolvency proceeding, (c) no Defaulting Lender shall mean this Guaranty as it may from time have any right to time be amended approve or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to be given under this Guarantythe extent such amendment, Notes directly waiver or indirectly owned by any Guarantor, consent impacts such Defaulting Lender more than the other Lenders (other a as a result of being a Defaulting Lender) and (d) the Agent and the Company may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of their respective subsidiaries the other Loan Documents or Affiliates shall to enter into additional Loan Documents as the Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes otherwise effectuate the terms of Section 2.13(b) in accordance with the terms of Section 2.13(b). For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be deemed not to be outstandingamended (or amended and restated) with the written consent of the Credit Parties and the Agent in accordance with Section 2.2.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and (2) no such amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. No consent of the Holders or the Guarantors shall be required in connection with the issuance and sale of Additional Notes, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the issuance of Additional Notes pursuant to the Note Purchase Agreement. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company No Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. Any amendment, modification or waiver of any provision of this Escrow Agreement and any consent to any departure by the Issuers from any provision of this Escrow Agreement shall be effective only if made or duly given with the written consent of the Escrow Agent, the Trustee and the Issuers; provided, however, that no provision of this Escrow Agreement (aincluding those relating to the release of the Escrowed Funds) This Guaranty may be amended, and modified or waived in any manner materially adverse to the observance Holders of any term hereof may be waived (either retroactively or prospectively), with (and only with) the Notes without the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective Holders of a majority in principal amount of the Notes outstanding in accordance with Section 902 of the Indenture; provided, further that, for the avoidance of doubt and in accordance with Section 902 of the Indenture, no amendment, modification or waiver of any provision of this Escrow Agreement shall reduce the Special Mandatory Redemption Price without the written consent of Holders of at least 90% of the principal amount of the Notes then owned by it) with sufficient informationaffected; and provided, sufficiently far in advance further, that the Escrow Agent shall have no responsibility to determine whether the Indenture requirements for an amendment to this Escrow Agreement have been satisfied. None of the date a decision is requiredparties hereto shall be deemed, to enable such Holder to make an informed and considered decision with respect to by any proposed amendmentact, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendmentdelay, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered byindulgence, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee omission or otherwise, to have waived any right or grant remedy hereunder or to have acquiesced in any security, to any Holder as consideration for or as an inducement to the entering into by any Holder default of any waiver obligation or amendment in any breach of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions hereof. Failure of any of the parties hereto or any Holder to exercise, or security is concurrently granteddelay in exercising, any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any of the parties hereto or any Holder of any right or remedy hereunder on the same terms, ratably any one occasion shall not be construed as a bar to each Holder even if any right or remedy that such party or such Holder did would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver exclusive of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplementedremedies provided by law. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders; provided, that without the written consent of the Holder of each Note at the time outstanding affected thereby, no such amendment or waiver shall be effective which will reduce the scope of the guaranty set forth in this Guaranty or amend the requirements of Sections 2, 3 or 4 hereof or amend this Section 8. No such amendment or waiver shall extend to or affect any obligation not expressly amended or modified or impair any right consequent thereon. (b) The Guarantors Each Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Each Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 8 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company Each Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 8 applies equally to all Holders and is binding upon them and upon each future holder Holder and upon the Guarantorseach Guarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors each Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding. (f) Notwithstanding anything else in this Guaranty, this Guaranty may automatically terminate with respect to certain Subsidiary Guarantors to the extent provided in Section 9.8(b) of the Note Purchase Agreement.

Amendments, Waivers and Consents. (a) This Guaranty Any provision in this Agreement or the other Operative Documents to the contrary notwithstanding, changes in or additions to this Agreement may be amendedmade, and the observance of compliance with any term hereof covenant or provision herein set forth may be omitted or waived, if the Company shall, (i) prior to the issuance of the Notes, obtain consent thereto in writing from Purchasers obligated hereby to purchase at least a majority of the principal amount of the Notes to be issued at the Closing, (ii) as long as any Notes are outstanding, obtain consent thereto in writing from the holder or holders of at least a majority in principal amount of all Notes then outstanding, or, (iii) if the Notes have previously been issued hereunder and if no Notes are then outstanding, obtain consent thereto in writing from the holder or holders of at least a majority of the Warrants (on an as-converted basis) and the Warrant Shares, and shall, in any case, deliver copies of such consent in writing to all other holders of Notes and/or Warrants and/or Warrant Shares or, if prior to the Closing, all Persons obligated to purchase Notes and Warrants; provided that no such consent shall be effective to reduce or to postpone the date fixed for the payment of the principal (including any required redemption) or interest payable on any Note without the consent of the holder thereof, or to alter or amend the consent mechanism provided for under this Section 9.02; and, provided further, that no covenant or provision set forth in the terms of the Warrants may be omitted or waived (either retroactively or prospectively), with (and only with) without the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective holder or holders of at least a majority of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance Warrant Shares issued or issuable upon conversion of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, Warrants. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in respect the specific instance and for the specific purpose for which given. Written notice of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of under this Section 10 to each Holder 9.02 shall promptly following be delivered by the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder holders who did not consent to such waiver or amendmentexecute the same. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each the Guarantor and the Required Holders. (b) The Guarantors Guarantor will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the GuarantorsGuarantor. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any the Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may No amendment or waiver of or consent to any departure by Guarantor from any provision of this Guaranty, shall be amendedbinding on Lender except as expressly set forth and consented to in a writing duly signed and delivered by the Required Holder(s), and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent shall be effective only in respect of any of the provisions hereof. The Guarantors will deliver executed or true specific instance and correct copies of each amendment, waiver or consent effected pursuant to for the provisions of this Section 10 to each Holder promptly following the date on specific purpose for which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereongiven. No course of dealing between Guarantor and Lender, nor any failure on the Guarantors and part of Lender to exercise any Holder right, power or remedy nor any delay on the part of Lender in exercising any rights hereunder right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by Lender of any right, power or remedy shall preclude any further exercise thereof by Lender. No waiver of any right, power or remedy shall be deemed to occur by any act or knowledge of Lender, its agents, officers or employees or be binding against Lender, except as expressly set forth in a writing duly signed and delivered by the Required Holder(s). No waiver by the Required Holder(s) of any default shall operate as a waiver of any rights other default or the same default on a future occasion, and no action by Lender permitted hereunder shall in any way affect or impair any of Lender's rights, powers or remedies or the obligations of Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any Holderpart of the Indebtedness shall be conclusive and binding on Guarantor irrespective of whether Guarantor was a party to the suit or action in which such determination was made. As used herein, the term “"this Guaranty” " and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Any consent made pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Notes to a Constituent Company will or any Affiliate in connection with such consent shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder. (d) No Guarantor will, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (de) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (ef) Solely for the purpose of determining whether the Holders holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the either Constituent Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Required Holders. (c) The Company Obligors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided in this Section 10 applies equally to all Holders and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantors and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented.. E-9.7(a)(i)-10 Table of Contents (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company any Obligor or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. (a) This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with (and only with) the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Subsidiary Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Subsidiary Guaranty Supplement) consents to the addition of each additional Guarantor. (b) The Guarantors will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Subsidiary Guaranty Supplement to each Holder promptly following the date on which it is executed. (c) The Company will not No Guarantor will, directly or indirectly indirectly, pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any securitysecurity or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently grantedgranted or other credit support is concurrently provided, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any consent given pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Note to (1) a Constituent Company, (2) any Subsidiary or any other Affiliate or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with either Constituent Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder. (e) Any amendment or waiver consented to as provided in this Section 10 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived waived, or impair any right consequent thereon. No course of dealing between the Guarantors any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented. (e) Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.

Amendments, Waivers and Consents. Except as otherwise set forth in this Agreement, the provisions of (a) This Guaranty this Agreement may not be modified, amended, restated or supplemented, except by a written instrument duly executed and delivered on behalf of the observance Borrowers, Guarantors and Requisite Lenders, and (b) the Notes and all Loan Documents other than this Agreement may not be modified, amended, restated or supplemented, except by a written instrument duly executed and delivered on behalf of any term hereof may be waived (either retroactively each Borrower and Guarantor, to the extent that such Borrower or prospectively)Guarantor is a signatory party to such Note or such Loan Document, and on behalf of the Administrative Agent, with (and only with) the written consent of each Guarantor Requisite Lenders. Notwithstanding anything to the contrary herein, the Administrative Agent and Requisite Lenders may modify, amend, restate, supplement or waive any provision of Article 12 without the Required Holders. (b) The Guarantors will provide each Holder (irrespective consent of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance Borrowers and Guarantors provided that it does not affect the rights of the date a decision is requiredBorrowers and Guarantors. . Except as otherwise set forth in this Agreement, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. (c) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paidconditions of this Agreement, the Notes, or security is concurrently grantedthe other Loan Documents, or any waiver of any Default or Event of Default and its consequences hereunder or thereunder, and any consent or approval required or permitted by this Agreement, the Notes, or the other Loan Documents to be given by the Lenders, may be made or given with, but only with, the written consent of Requisite Lenders on such terms and conditions as specified in the same termswritten instrument granting such waiver, ratably consent or approval. A waiver, to each Holder even if such Holder did not consent to such waiver or amendment. (d) Any amendment or waiver consented to as provided be effective, must be in this Section 10 applies equally to all Holders writing and is binding upon them and upon each future holder and upon signed by the party making the waiver. . In the case of any waiver, the Borrowers, the Guarantors. No , the Lenders and the Administrative Agent shall be restored to their former positions and rights under this Agreement, the Notes, or the other Loan Documents to the extent of such amendment waiver, and any Default or Event of Default waived shall be deemed to be cured and not continued; provided, however, that no waiver will extend to shall constitute the waiver of any subsequent or affect any obligation, covenant other Default or agreement not expressly amended or waived Event of Default or impair any right consequent thereon. No course failure or delay on the part of dealing between the Guarantors and Administrative Agent or any Holder nor Lender to exercise or enforce any delay right or remedy under or in exercising any rights hereunder connection with this Agreement, the Notes or the other Loan Documents, whether by their respective terms, at law, in equity or otherwise, shall operate as a waiver thereof. No single or partial exercise of any rights such right or remedy shall preclude other or further exercise thereof or the exercise of any Holderother right or remedy. As used herein. Without in each instance the prior express written consent of the Administrative Agent and all the Lenders, no such modification, amendment, restatement, supplement, waiver or consent shall: (a) increase the term “this Guaranty” and references thereto shall mean this Guaranty as it may from aggregate Commitments, or increase the Commitment of any Lender without such Lender's approval; (b) reduce the amounts or extend the dates for the payment of any Credit Fees that are payable ratably to all of the Lenders in accordance with their respective Percentages of the Commitments; (c) extend the maturity of the Notes or the date of any scheduled principal payments or mandatory prepayments hereunder or thereunder; (d) reduce the rate or extend the time to time be amended of payment of interest hereunder or supplemented.under the Notes; (e) Solely for waive the purpose payment of determining whether any principal, interest or Credit Fees payable hereunder or under the Holders Notes; (f) extend the termination dates of any of the requisite percentage Commitments or the Termination Date; (g) consent to the assignment or transfer by any Borrower or Guarantor of any of its Obligations under this Agreement, the aggregate principal amount Notes or the other Loan Documents; (h) amend or modify the definitions of Notes then outstanding approved "Percentages" or consented to any "Requisite Lenders" contained in this Agreement. . Any such modification, amendment, restatement, supplement, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the Guarantors, the Lenders, the Administrative Agent and all future holders of the Notes. . All covenants hereunder shall be given under this Guaranty, Notes directly independent effect so that if a particular action or indirectly owned condition is not permitted by any Guarantorof such covenants, the Company fact that it would be permitted by an exception to, or otherwise would be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. . Neither this Agreement, the Notes or the other Loan Documents, nor any uncertainty or ambiguity herein or therein, shall be construed or resolved against the Administrative Agent, the Lenders, the Borrowers or Guarantors whether under any rule of construction or otherwise. This Agreement, the Notes and the other Loan Documents have been reviewed by all the parties hereto and thereto and shall be construed and interpreted according to the ordinary meaning of the words used as to accomplish fairly the purposes and intentions of all such parties. . In the event there is a conflict or inconsistency between this Agreement, the Notes or the other Loan Documents or any prior agreements or summaries of terms, the terms of this Agreement shall control. . If any portion of this Agreement, the Notes or any of their respective subsidiaries or Affiliates the other Loan Documents shall be deemed not judged by a court of competent jurisdiction to be outstandingunenforceable, the remaining portions shall be valid and enforceable to the extent that the remaining terms thereof provide for the creation of the Obligations and the consummation of the issuance of the Notes, the grant of collateral security therefor, the guarantee thereof and the payment of principal and interest in respect of the Obligations substantially on the same terms and subject to the same conditions as set forth herein and therein. . THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE LAWS OF A PARTICULAR JURISDICTION GOVERN THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF LIENS ON AND SECURITY INTERESTS IN ANY COLLATERAL. NOTWITHSTANDING THE FOREGOING, IF AT ANY TIME THE LAWS OF THE UNITED STATES OF AMERICA PERMIT ANY LENDER TO CONTRACT FOR, TAKE, RESERVE, CHARGE OR RECEIVE INTEREST OR LOAN CHARGES IN AMOUNTS GREATER THAN ARE ALLOWED BY THE LAWS OF SUCH STATE (WHETHER SUCH FEDERAL LAWS DIRECTLY SO PROVIDE OR REFER TO THE LAW OF THE STATE WHERE SUCH LENDER IS LOCATED), THEN SUCH FEDERAL LAWS SHALL TO SUCH EXTENT GOVERN AS TO THE INTEREST AND LOAN CHARGES THAT SUCH LENDER IS ALLOWED TO CONTRACT FOR, TAKE, RESERVE, CHARGE OR RECEIVE UNDER THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS. REFERENCES TO LAWS IN THIS SECTION ARE TO SUCH LAWS AS ARE NOW IN EFFECT, AND, WITH RESPECT TO USURY LAWS, IF ANY, APPLICABLE TO ANY LENDER AND TO THE EXTENT ALLOWED THEREBY, TO SUCH LAWS AS HEREAFTER MAY BE IN EFFECT THAT ALLOW A HIGHER MAXIMUM NONUSURIOUS INTEREST RATE THAN SUCH LAWS NOW ALLOW. . THE ADMINISTRATIVE AGENT, EACH LENDER, AND THE BORROWERS AND GUARANTORS HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM, COUNTERCLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. The scope of this waiver is intended to be all-encompassing with respect to any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each of the parties hereto (i) acknowledges that this waiver is a material inducement for the parties to the Loan Documents to enter into a business relationship, that the parties to the Loan Documents have already relied on this waiver in entering into same and the transactions that are the subject thereof, and that they will continue to rely on this waiver in their related future dealings, and (ii) further warrants and represents that each has reviewed this waiver with its legal counsel and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, modifications, supplements, extensions, renewals and/or replacements of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. . All rights and remedies provided in or contemplated by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any right or remedy otherwise provided herein, therein, at law or in equity. . The Borrowers and Guarantors shall pay on demand all reasonable expenses of the Administrative Agent in connection with this Agreement, the Notes and the other Loan Documents, and the preparation of any modifications, amendments, restatements, supplements or waivers, including all attorneys' and paralegals' fees and expenses, all fees and expenses for title, lien and other public records searches, filing and recordation fees and taxes, duplicating expenses, corporation search fees, appraisal fees, escrow agent fees and expenses, and all other customary expenses. If there shall occur a Default or Event of Default, all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent (including administrative expenses of the Administrative Agent and the Lenders and fees and disbursements of in-house and outside counsel) in connection with such Default or Event of Default and collection and other enforcement proceedings (including bankruptcy proceedings) resulting therefrom shall be paid by the Borrowers and Guarantors, or any of them, regardless of whether suit is actually commenced to obtain any relief provided hereunder. Each Borrower and Guarantor shall indemnify, defend and hold harmless the Administrative Agent, each Issuing Bank and each of the Lenders from and against any and all documentary or filing taxes, assessments or charges by any Governmental Authority by reason of the execution and delivery of this Agreement, the Notes and the other Loan Documents and the consummation of the transactions that are the subject thereof. . In addition to and not in limitation of the obligations imposed on each Borrower and Guarantor under Section 3.4.5 above, each Borrower and Guarantor shall indemnify, defend and hold harmless the Administrative Agent and the Lenders (to the fullest extent permitted by law) from and against any and all claims, demands, lawsuits, costs, expenses, fees, obligations, liabilities, losses, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' and paralegals' fees and costs and amounts paid in settlement of any of the foregoing, whether direct, indirect, consequential or incidental, that the Administrative Agent or the Lenders may incur or suffer or that may arise out of, result from or relate to (a) this Agreement, the Notes, the Letters of Credit or the other Loan Documents or the transactions contemplated hereby or thereby (excluding actions arising out of the Administrative Agent's or the Lenders' own gross negligence, breach of contract or willful misconduct and actions arising out of claims made by the Administrative Agent, each Issuing Bank or any Lender against any of the others), or (b) any action under this Agreement, the Notes, the Letters of Credit or the other Loan Documents or the transactions contemplated hereby or thereby (excluding actions arising out of the Administrative Agent's or the Lenders' own gross negligence, breach of contract, or willful misconduct and actions arising out of claims made by the Administrative Agent, each Issuing Bank or any Lender against any of the others). In no event shall the Administrative Agent or the Lenders be liable to any Borrower or Guarantor for any matter or thing in connection with this Agreement, the Notes, the Letters of Credit or the other Loan Documents other than to account for monies actually received by them in accordance with the terms hereof. This Section 14.13 shall survive termination of this Agreement. . If any Lender (a "Benefitted Lender") at any time shall receive any payment of all or part of its Loans or its participation in the Letter of Credit Liabilities or the interest thereon or receive any collateral therefor, whether voluntarily or involuntarily, by set-off or otherwise, in a greater portion of any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or its participation in the Letter of Credit Liabilities or the interest thereon, such benefitted Lender shall purchase for cash from the other Lenders such portion of each Lender's Loan and participation in the Letter of Credit Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits thereafter is recovered from such benefitted Lender, such purchase shall be rescinded and the purchase price and benefit returned to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lenders' Loan and participation in the Letter of Credit Obligations may exercise all rights of payment (including rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion. . In addition to any rights and remedies of the Lenders provided by law, the Lenders each shall have a security interest in any and all deposits of the Borrowers and Guarantors (general or special, time or demand, provisional or final) at any time held by any Lender or any Affiliate thereof, which security interest shall secure the Obligations. Upon the occurrence and during the continuance of any Event of Default subject to any applicable cure period, with the consent of the Administrative Agent without prior notice to the Borrowers and Guarantors, any notice being specifically waived by the Borrowers and Guarantors to the fullest extent permitted by applicable law, each Lender may set off and apply, subject to Section 14.13, against any indebtedness, whether matured or unmatured, of the Borrowers and Guarantors to the Lenders, any amount owing from any Lender or any Affiliate thereof to the Borrowers and Guarantors, or at any time after, the occurrence of an Event of Default (and each Affiliate of any Lender is irrevocably authorized to permit such setoff and application), and the aforesaid right of setoff may be exercised by any Lender against any of the Borrowers and Guarantors or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment, or attachment creditor of any of the Borrowers or Guarantors, or against anyone else claiming through or against any of the Borrowers or Guarantors or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or other attachment creditor, notwithstanding the fact that such right of setoff shall not have been exercised by any Lender prior to the making, filing or issuance, or service upon any Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender promptly shall notify the Borrowers and Guarantors and the Administrative Agent after any such setoff and application made by any Lender; provided, however, that failure to give such notice shall not affect the validity of such setoff and application.