Common use of Certain Rights and Obligations Clause in Contracts

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; (iv) without requiring Purchasers or Agent to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges The Guarantors authorize the Agent and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayBanks, without notice, demand or any reservation of rights against such Guarantor the Guarantors and without affecting such Guarantor’s the Guarantors’ obligations hereunder, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations Indebtedness or any part thereof or grant other indulgences to any Company the Debtor or others; , and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; Person; (iv) to dispose of any and all collateral securing the Obligations Indebtedness in its reasonable any manner as the Agent or the Banks, in their sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations Indebtedness or any part thereof as the Agent or the Banks in its reasonable their sole discretion may determine; ; (v) subject except as otherwise provided in the Loan Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agentthe Agent or the Banks, in its their sole discretion, may deem appropriate; appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor Guarantors as a guarantor or surety in whole or in part, and in no case shall Purchasers the Agent or Agent the Banks be responsible or responsible, nor shall any Guarantor be released released, either in whole or in part for any act or omission in connection with Purchasers the Agent or Agent the Banks having sold any security at less than its an under value. (b) Following If any default shall be made in the occurrence payment of any of the Indebtedness and during the continuance of an Event of Default, and upon demand by Agentany grace period has expired with respect thereto, each Guarantor, Guarantor jointly and severally, severally hereby agrees to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaid: provided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; the Debtor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any GuarantorGuarantors, to any Company the Debtor or to any other person or entity; Person, except as required pursuant to the Loan Agreement; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; the Debtor; (iv) without requiring Purchasers the Agent or Agent the Banks to resort first to any Company the Debtor (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers or Agent the Banks may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser the Agent or Agentthe Banks; and and (vi) without requiring notice that any of the Obligations Indebtedness has been incurred, extended or continued or of the reliance by any Purchaser the Agent or Agent the Banks upon this Guaranty; all of which each Guarantor the Guarantors hereby waiveswaive. (c) Each Guarantor’s obligation The Guarantors’ obligations hereunder shall not be affected by any of the following, all of which such Guarantor the Guarantors hereby waives: waive: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations Indebtedness or any Guarantor’s obligation the Guarantors’ obligations hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; Indebtedness; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor Guarantors to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Debtor, including, without limitation, any failure, negligence or omission by any Purchaser the Agent or Agent the Banks in enforcing its their claims against any Company; the Debtor; (vi) any release, settlement or compromise of any obligation of any Companythe Debtor, any other Guarantor or any other guarantor than as a result of the Obligations; payment of the Indebtedness; (vii) the invalidity or unenforceability of any of the Obligations; Indebtedness or other obligations guaranteed hereunder; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Debtor or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; Debtor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; Indebtedness; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Guarantors may have at any time against the Agent, any Purchaser, Agent Bank or any Company the Debtor in connection herewith or any unrelated transaction; transaction (provided that the foregoing shall not prohibit Guarantor from bringing a separate action for any such claim, provided such action shall not reduce, impair or effect its liability hereunder); (xi) any Purchaserthe Agent’s or Agentany Bank’s election election, in any case instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code; ; (xii) any borrowing, use of cash collateral, or grant of a security interest by any Companythe Debtor, as debtor in possession, under sections 363 or 364 of the United States Bankruptcy Code; ; (xiii) the disallowance of all or any portion of any of any Purchaserthe Agent’s or Agentany Bank’s claims for repayment of the Obligations Indebtedness under sections 502 or 506 of the United States Bankruptcy Code; ; (xiv) (A) any stay change in the amount, interest rate or extension due date or other term of time for any of the obligations hereby guaranteed, (B) any change in the time, place or manner of payment by of all or any Company portion of the obligations hereby guaranteed, (C) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Loan Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any obligations hereby guaranteed, or (D) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Loan Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the obligations hereby guaranteed or any other instrument or agreement referred to therein or evidencing any obligations hereby guaranteed or any assignment or transfer of any of the foregoing; (xv) any act or failure to act by Debtor or any other Person which may adversely affect any Guarantor’s subrogation rights, if any, against Debtor to recover payments made under this Guaranty; (xvi) the incapacity, lack of authority, death or disability of Debtor or any other Person, or the failure of Agent or the Banks to file or enforce a claim against the estate (either in administration, bankruptcy or in any other proceeding) of Debtor or Guarantors or any other Person; (xvii) the dissolution or termination of existence of Debtor, any Guarantor resulting from or any proceeding other Person; (xviii) the failure of Agent and the Banks to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation of Debtor or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed; (xix) any failure or delay of Agent and the Banks to commence an action against Debtor or any other Person, to assert or enforce any remedies against Debtor under the Bankruptcy Code Loan Agreement, the Notes or the other Loan Documents, or to realize upon any security; (xx) any failure of any duty on the part of Agent and the Banks to disclose to Guarantors any facts it may now or hereafter know regarding Debtor or any similar lawother Person, any of their properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; or (xvxxi) failure to accept or give notice of acceptance of this Guaranty by Agent and the Banks; (xxii) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (xxii) failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (xxiv) either with or without notice to Guarantors, any renewal, extension, modification, amendment or another changes in the Indebtedness, including but not limited to any material alteration of the terms of payment or performance of the Indebtedness; or (xxv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor Guarantors shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxxv) of this Section 5(c)Paragraph 4.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayauthorizes Bank, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations Indebtedness or any part thereof or grant other indulgences to any Company or others; in accordance with the Loan Agreement and the Loan Documents (as defined therein); (ii) to accept from any person or entity and hold collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereofthereof or performance of Borrower’s obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; ; (iv) to dispose of any and all collateral securing the Obligations Indebtedness in any manner permitted by applicable law as Bank, in its reasonable sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Bank, in its reasonable sole discretion may determine; ; and (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; (iv) without requiring Purchasers or Agent to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation obligations hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: : (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations Indebtedness or any Guarantor’s obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or of, any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of the liability of any Company Borrower, including, without limitation, any failure, negligence or omission by any Purchaser or Agent Bank in enforcing its claims against any Company; Borrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor Borrower; or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest Indebtedness caused by any Company, as debtor in possession, under sections 363 of Borrower’s acts or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c)omissions.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers the Agent and Agentthe Lenders may, for its benefit and, authorizes the Agent and as agent for the benefit of Purchasers, mayLenders to, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Borrower or others; (ii) accept from any person or entity Person and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entityPerson; (iv) dispose of any and all collateral securing the Obligations in its reasonable any manner as Agent or the Lenders, in their sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Agent or the Lenders in its reasonable their sole discretion may determine; (v) subject to except as otherwise provided in the terms of the NotesCredit Agreement, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Agent or the Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agentthe Agent or the Lenders, in its their sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers the Agent or Agent the Lenders be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers the Agent or Agent the Lenders having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company the Borrower or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company the Borrower or to any other person or entityPerson; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company the Borrower or any other Guarantor; (iv) without requiring Purchasers the Agent or Agent the Lenders to resort first to any Company the Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers the Agent or Agent the Lenders may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser the Agent or Agentthe Lenders; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser the Agent or Agent the Lenders upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document Loan Document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Borrower including, without limitation, any failure, negligence or omission by any Purchaser the Agent or Agent the Lenders in enforcing its their claims against any Companythe Borrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor the Borrower or any other guarantor of the ObligationsGuarantor; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, the Borrower or any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor the Borrower or any other guarantor of the ObligationsGuarantor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the such Guarantor, any CompanyBorrower, any other Guarantor Guarantor, or any other guarantor of the Obligations or any other person or entity Person may have at any time against the Agent, any Purchaser, Agent Lender or any Company the Borrower in connection herewith or any unrelated transaction; (xi) any PurchaserLender’s or Agent’s election election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2111 l(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaserthe Agent’s or Agent’s the Lenders’ claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges Mortgagee may take, but is not obligated to take, such action as Mortgagee deems appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including, but not limited to: (i) entry upon the Premises to protect the Premises from deterioration or damage, or to cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; (ii) payment of amounts due on liens having priority over this Mortgage; (iii) payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; (iv) obtaining insurance on the Premises; (v) commencement or defense of any legal action or proceeding to assert or protect the validity or priority of the lien of this Mortgage; or (vi) reappraisal of the Premises, if required by policy, at Mortgagee’s expense unless an Event of Default is then occurring, in which case such appraisal shall be at Mortgagor’s expense. On demand, Mortgagor shall reimburse Mortgagee for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be Indebtedness secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition to the maximum amount of Purchasers, maythe Indebtedness heretofore stated; (b) Mortgagor authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iiiii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; ; (iviii) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements indorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (viv) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, the application of payments received from ; (c) If any source to default shall occur in the payment of indebtedness other than any of the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by Indebtedness, this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when Mortgage shall remain valid, binding and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Mortgagor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any GuarantorMortgagor, to any Company or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives.; (cd) Each Guarantor’s obligation hereunder The enforceability of this Mortgage shall not be affected by any of the following, all of which such Guarantor hereby waives: by: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; Indebtedness; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; or (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations;Indebtedness; all of which Mortgagor hereby waives; and (viiie) If Mortgagee shall receive from or on behalf of Mortgagor any change sum less than the full amount then due and payable, Mortgagee may, but shall not be obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any demand or Event of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses Default: (i) through apply such payment on account of the Indebtedness or any amount payable hereunder, or (xivii) of this hold same or any part thereof, without liability for interest, in a special account and from time to time apply same or any part thereof as specified in Section 5(c3(e)(i).

Certain Rights and Obligations. (ab) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or If any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold collateral for default shall be made in the payment of the Obligations or any part thereofIndebtedness, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, ADES hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: same in full: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Borrower; (ii) without requiring presentmentprotest, protest presentment or notice of nonpayment non-payment or notice of default to any GuarantorADES, to any Company Borrower or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Lender to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers or Agent Lender may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentLender; and and (vi) without requiring notice that any of the Obligations Indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Lender upon this Guaranty; all of which each Guarantor ADES hereby waives. (c) Each Guarantor’s ADES's obligation hereunder shall not be affected by any of the following, all of which such Guarantor ADES hereby waives: : (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations Indebtedness or any Guarantor’s ADES's obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any taking, holding, continuation, collection, modification, leasing, impairment, surrender or abandonment of, or any failure to protect, preserve or insure insure, any such collateral; ; (iv) any delay in the exercise or waiver of, any failure to exercise, or any forbearance in the exercise of, any right or remedy of Lender or any person against ADES, Borrower or any person or relating to the Indebtedness or any part thereof or the collateral therefor; (v) failure of a Guarantor ADES to receive notice of any intended disposition of such collateral; ; (vvi) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, delay, waiver, forbearance, negligence or omission by any Purchaser or Agent Lender in enforcing its claims against Borrower or any Company; (vi) any releasecollateral therefor, settlement or compromise of any obligation of any Companyincluding, without limitation, any other Guarantor failure to make, prove, or vote any claim relating to the Indebtedness or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election collateral therefor in any case instituted under chapter 11 of or proceeding pursuant to the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).DEC-1770697-10 41

Certain Rights and Obligations. (a) Each The Guarantor acknowledges and agrees that Purchasers the Buyers and the Collateral Agent, for its benefit and as collateral agent for the benefit of Purchasersthe Buyers, may, without notice, demand or any reservation of rights against such the Guarantor and without affecting such the Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers the Buyers might lawfully have elected to apply such payments to the Obligations or rather than to amounts which that are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Collateral Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such the Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers the Buyers or the Collateral Agent be responsible or shall any the Guarantor be released either in whole or in part for any act or omission in connection with Purchasers the Buyers or the Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by the Collateral Agent, each Guarantor, jointly and severally, the Guarantor hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantorthe Company; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantorthe Company; (iv) without requiring Purchasers the Buyers or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers the Buyers or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Buyer or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Buyer or the Collateral Agent upon this Guaranty; all of which each the Guarantor hereby waives. (c) Each The Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such the Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any the Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a the Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser Buyer or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor the Company or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor the Company or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor the Company or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, the Company or any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserBuyer, the Collateral Agent or any the Company in connection herewith or any unrelated transaction; (xi) any PurchaserBuyer’s or the Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserBuyer’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a the Guarantor from its obligations hereunder, all whether or not such the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section 5(c6(c).

Certain Rights and Obligations. (a) Each The Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Secured Party may, without notice, demand or any reservation of rights against such the Guarantor and without affecting such the Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any the Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent the Secured Party t in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers the Secured Party might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agentthe Secured Party, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such the Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent the Secured Party be responsible or shall any the Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent the Secured Party having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agentthe Secured Party, each Guarantor, jointly and severally, the Guarantor hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other the Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any the Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other the Guarantor; (iv) without requiring Purchasers or Agent the Secured Party to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers or Agent the Secured Party may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agentthe Secured Party; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Agent the Secured Party upon this Guaranty; all of which each the Guarantor hereby waives. (c) Each The Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such the Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any the Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a the Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent the Guarantor in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor the Company or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent the Secured Party or any the Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agentthe Secured Party’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agentthe Secured Party’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a the Guarantor from its obligations hereunder, all whether or not such the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Buyer and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersBuyer, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) : renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) ; accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) ; accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) ; dispose of any and all collateral securing the Obligations in any commercially reasonable manner (to the extent required under applicable law) as the Collateral Agent, in its reasonable discretion, as it discretion may deem appropriate, consider appropriate and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion may determine; (v) ; subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Buyer might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) and take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Buyer or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Buyer or Collateral Agent having sold any security at less than its value. ; provided any such sale was conducted in a commercially reasonable manner (b) to the extent required under applicable law). Following the occurrence and during the continuance of an Event of Default, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) : without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) ; without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) ; without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) ; without requiring Purchasers Buyer or Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Buyer or Collateral Agent may hold; (v) ; without requiring notice of acceptance hereof or assent hereto by any Purchaser Buyer or Collateral Agent; and (vi) and without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Buyer or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) . Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) : any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) ; the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) ; any failure to protect, preserve or insure any such collateral; (iv) ; failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) ; any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser Buyer or Collateral Agent in enforcing its claims against any the Company; (vi) ; any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (vii) ; the invalidity or unenforceability of any of the Obligations; (viii) ; any change of ownership of any the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ix) ; any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) ; the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserBuyer, Collateral Agent or any the Company in connection herewith or any unrelated transaction; (xi) any Purchaser; Buyer’s or Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) ; any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) ; the disallowance of all or any portion of any of any PurchaserBuyer’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) ; any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) or any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges authorizes the Agent and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s 's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Borrower or others; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or to discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entityPerson; (iv) to dispose of any and all collateral securing the Obligations in its reasonable any manner as Agent or the Lenders, in their sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Agent or the Lenders in its reasonable their sole discretion may determine; (v) subject except as otherwise provided in the Credit Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Agent or the Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agentthe Agent or the Lenders, in its their sole discretion, may deem appropriate; and generally to do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers the Agent or Agent the Lenders be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers the Agent or Agent the Lenders having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company the Borrower or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or nonpayment, notice of default default, notice of acceleration, notice of intent to accelerate or any other notice of any kind to any Guarantor, to any Company the Borrower or to any other person or entityPerson; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company the Borrower or any other Guarantor; (iv) without requiring Purchasers the Agent or Agent the Lenders to resort first to any Company the Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers the Agent or Agent the Lenders may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser the Agent or Agentthe Lenders; and and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser the Agent or Agent the Lenders upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s 's obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document Loan Document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Borrower including, without limitation, any failure, negligence or omission by any Purchaser the Agent or Agent the Lenders in enforcing its their claims against any Companythe Borrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor the Borrower or any other guarantor of the ObligationsGuarantor; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, the Borrower or any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor the Borrower or any other guarantor of the ObligationsGuarantor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against the Agent, any Purchaser, Agent Lender or any Company the Borrower in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election Lender's election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s the Agent's or Agent’s the Lenders' claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each To the extent permitted by applicable law, the Guarantor acknowledges and agrees that Purchasers and authorizes Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such the Guarantor and without affecting such the Guarantor’s obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to Borrowers or others as provided by an amendment(s) to the Loan Agreement executed by Borrowers, Agent and Lenders and/or Required Lenders, the terms of the Loan Agreement with respect to acceleration or in any Company waiver or othersconsent executed by Agent, Lenders and/or Required Lenders, with respect to any indulgence; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and to discharge, release or substitute any such obligation Obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entityPerson; (iv) to dispose of any and all collateral securing the Obligations in any manner as Agent in its reasonable discretion, as it sole discretion may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable sole discretion may determine; (v) subject except as otherwise provided in the Loan Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Agent might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, Agent in its sole discretion, discretion may deem appropriate; and generally to do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such the Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any the Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Agent or Agent any Lender having sold any security at collateral for less than its fair value. (b) Following If any default shall be made in the occurrence payment of any of the Obligations and during any grace period has expired with respect thereto as provided in the continuance of an Event of DefaultLoan Agreement, and upon demand by Agent, each Guarantor, jointly and severally, the Guarantor hereby agrees to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other GuarantorBorrower; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any the Guarantor, to any Company Borrowers or to any other person or entityPerson; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other GuarantorBorrower; (iv) without requiring Purchasers Agent or Agent any Lender to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers Agent or Agent any Lender may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agent; and; (vi) without requiring notice that any of the Obligations has have been incurred, extended or continued or of the reliance by Agent or any Purchaser or Agent Lender upon this Guaranty; all of the foregoing which each the Guarantor hereby waives. (c) Each To the extent permitted by applicable law, the Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such the Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any the Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or of, any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a the Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, negligence or omission by Agent or any Purchaser or Agent Lender in enforcing its their claims against any CompanyBorrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the ObligationsBorrower; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Borrower or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the ObligationsBorrower; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company Lender or any Borrower in connection herewith or any unrelated other transaction, related or unrelated; (xi) any PurchaserAgent’s or Agentany Lender’s election election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any borrowing, use of cash collateral, or grant of a security interest by any CompanyBorrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserAgent’s or Agentany Lender’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a the Guarantor from its obligations hereunderhereunder (other than termination of this Guaranty in accordance with Section 8 hereof), all whether or not such the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges authorizes Agent and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such Guarantor and without impairing or affecting such the validity or enforceability of this Guaranty or Guarantor’s 's obligations hereunder, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations Guaranty Indebtedness or any part thereof or grant other indulgences to any Company Borrower or others; other Persons; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations Guaranty Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Obligations Guaranty Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations Guaranty Indebtedness or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations Guaranty Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; Person; (iv) subject to the notice provision set forth in SECTION 4 hereof, to dispose of any and all collateral securing the Obligations Guaranty Indebtedness in any manner as Agent or Lenders, in its reasonable or their sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations Guaranty Indebtedness or any part thereof as Agent or Lenders, in its reasonable discretion or their sole discretion, may determine; ; (v) subject except as otherwise provided in the Loan Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Guaranty Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations Guaranty Indebtedness even though Purchasers the Agent and the Lenders might lawfully have elected to apply such payments to the Obligations Guaranty Indebtedness or to amounts which are not covered by this Guaranty; and and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as AgentAgent or Lenders, in its or their sole discretion, may deem appropriate; appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Agent or Agent Lenders be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Agent or Agent Lenders having sold any security collateral at less than its fair market value. (b) Following If any default shall be made in the occurrence payment of any of the Guaranty Indebtedness and during the continuance of an Event of Defaultany grace period has expired with respect thereto, and upon demand by Agent, each Guarantor, jointly and severally, Guarantor hereby agrees to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaid: provided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Borrower; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company Borrower or to any other person or entity; Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; Borrower; (iv) without requiring Purchasers the Agent or Agent the Lenders to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty guarantor or any other Person obligated with respect to the Guaranty Indebtedness or any collateral which Purchasers or Agent the Lenders may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser the Agent or Agentthe Lenders; and and (vi) without requiring notice that any of the Obligations Guaranty Indebtedness has been incurred, extended or continued or of the reliance by any Purchaser the Agent or Agent the Lenders upon this Guaranty; all of which each Guarantor hereby waives. (c) Each This Guaranty and Guarantor’s 's obligation hereunder shall at all times be valid and enforceable and shall not be impaired or affected by any other agreements or circumstances of any nature whatsoever which otherwise constitute a defense to this Guaranty, including, without limitation, any of the following, all of which such Guarantor hereby waives: waives to the extent permitted by law: (i) any failure or omission to perfect or continue the perfection of any security interest in or other lien on on, or preserve rights to, any collateral securing payment of any of the Obligations Guaranty Indebtedness or any Guarantor’s 's obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; Guaranty Indebtedness; (iii) any failure or omission to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, negligence or omission by any Purchaser the Agent or Agent the Lenders in enforcing its their claims against any Company; Borrower; (vi) any waiver of any right, remedy or power or of any default with respect to the Guaranty Indebtedness or any part thereof or any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; Borrower; (vii) the invalidity or unenforceability of any of the Obligations; Guaranty Indebtedness or the invalidity or unenforceability of any agreement relating thereto or with respect to any collateral securing the Guaranty Indebtedness or any part thereof; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Borrower or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; Borrower; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; Guaranty Indebtedness; (x) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against the Agent, any PurchaserLender, Agent any Borrower or any Company other guarantor in connection herewith or any unrelated transaction; ; (xi) the failure of any Purchaser’s Borrower or Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranty Indebtedness or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranty Indebtedness or this Guaranty; (xii) the Agent’s election 's election, on behalf of the Lenders, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; ; (xiixiii) any borrowing, use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections section 363 or 364 of the Bankruptcy Code; ; (xiiixiv) the disallowance of all or any portion of the Agent's or any of any Purchaser’s or Agent’s the Lenders' claims for repayment of the Obligations Guaranty Indebtedness under sections section 502 or 506 of the Bankruptcy Code; (xiv) any stay ; or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or in equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(cSUBSECTION 5(C). It is agreed that Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranty Indebtedness or any part thereof and that Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranty Indebtedness in the manner agreed upon between the Agent and the Lenders and the Borrower. (d) Credit may be granted or continued from time to time by the Agent and the Lenders to any Borrower without notice to or authorization from Guarantor regardless of the Borrower's financial or other condition at the time of any such grant or continuation. Neither the Agent nor any Lender shall have an obligation to disclose or discuss with Guarantor its assessment of the financial condition of any Borrower.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, a Purchaser may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Guarantor or others; (ii) accept from any person or entity Person and hold collateral Collateral (as defined in the Purchase Agreement) for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate subordinate, or surrender, with or without consideration, such collateral Collateral (as defined in the Purchase Agreement) or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release release, or substitute any such obligation of any such endorser or guarantor, or discharge, discharge and release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral Collateral (as defined in the Purchase Agreement) as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entityPerson; (iv) dispose of any and all collateral Collateral (as defined in the Purchase Agreement) securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent a Purchaser in its reasonable discretion may determine; (v) subject to the terms of the NotesNote, determine the manner, amount amount, and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness Indebtedness other than the Obligations even though Purchasers a Purchaser might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; andGuarantee; (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agenta Purchaser, in its sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent a Purchaser be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent a Purchaser having sold any security at less than its fair market value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault (as defined in the Note), and upon demand by Agenta Purchaser, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) ), or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest protest, or notice of nonpayment or notice of default to any Guarantorthe Company, to any Company or to any other person Guarantor or entityany other Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy bankruptcy, or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers or Agent a Purchaser to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent a Purchaser may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agenta Purchaser; and (vi) without requiring notice that any of the Obligations has been incurred, extended extended, or continued or of the reliance by any a Purchaser or Agent upon this GuarantyGuarantee; all of which each Guarantor hereby irrevocably waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien Lien on any collateral Collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien Lien or guaranty of the Obligations; (iii) any failure to protect, preserve preserve, or insure any such collateralCollateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateralany Collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Guarantor including, without limitation, any failure, negligence negligence, or omission by any Purchaser or Agent in enforcing its claims against any the Company; (vi) any release, settlement settlement, or compromise of any obligation Obligation of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations or the insolvency, bankruptcy bankruptcy, or any other change in the legal status of any the Company, any other Guarantor Guarantor, or any other guarantor of Person guaranteeing the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation regulation, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability enforceability, or the payment when due of the Obligations; (x) the existence of any claim, setoff setoff, or other rights which the Company, the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against any Purchaser, Agent or any Company Purchaser in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateralCollateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar other applicable law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges Mortgagee may take such action as Mortgagee deems appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including: entry upon the Premises to protect the Premises from deterioration or damage, or to cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining insurance on the Premises (including flood insurance); or commencement or defense of any legal action or proceeding to assess or protect the validity or priority of the lien of this Mortgage. On demand, Mortgagor shall reimburse Mortgagee for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition to the maximum amount of Purchasers, maythe Indebtedness evidenced by the Note. (b) Mortgagor authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iiiii) to accept and hold any endorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, Guarantor or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserGuarantor, guarantor, or person or entity; ; (iviii) dispose upon the occurrence of any and all collateral securing the Obligations in its reasonable discretionan Event of Default, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (viv) subject upon the occurrence of an Event of Default to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise) including if the amount of the Indebtedness secured by this Mortgage is less than the total amount of the obligations under the Note or that certain Continuing Guaranty of the Guarantor, dated January 12, 2010 as amended and restated by that certain Amended and Restated Continuing Guaranty dated as of the date hereof (collectively, the “Guaranty”), includingto make any such application to such obligations, without limitationif any, in excess of the application amount of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered Indebtedness secured by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its valueMortgage. (bc) Following Notwithstanding the occurrence and during the continuance of an Event of Default, this Mortgage shall remain valid, binding and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company Mortgagor or any other Guarantor; , (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Mortgagor or to Guarantor, to any Company or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives. (cd) Each Guarantor’s obligation hereunder The enforceability of this Mortgage shall not be affected by any of the following, all of which such Guarantor hereby waives: by: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any other collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; Indebtedness; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; Guarantor; (viv) any release, settlement or compromise of any obligation of any Company, any other Guarantor Mortgagor or any other guarantor of the Obligations; Guarantor; (viivi) the invalidity or unenforceability of any of the Obligations; Indebtedness; or (viiivii) any change of ownership of any Companyrenewal, any other Guarantor extension, acceleration, or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change intime for payment of, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due terms of the Obligations;interest on the Indebtedness or any part thereof; all of which Mortgagor hereby waives. (xe) If Mortgagee shall receive from or on behalf of Mortgagor any sum less than the existence full amount then due and payable, Mortgagee may, but shall not be obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any Event of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses Default: (i) through apply such payment on account of the Indebtedness or any amount payable hereunder, or (xivii) hold same or any part thereof, without liability for interest, in a special account and from time to time apply same or any part thereof as specified in subsection (i) of this Section 5(c)subsection.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayauthorizes Bank, without notice, demand or any additional reservation of rights against such Guarantor and without affecting such Guarantor’s 's obligations hereunder, from time to time: : (i) to renew, refinance, modify, subordinate, extend, increase, accelerate accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations Indebtedness or any part thereof or grant other indulgences to any Company or others; thereof; (ii) to accept from any person or entity and hold collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations Indebtedness or any part thereof or any negotiable instrument or other writing intended by any party to create an accord and satisfaction with respect to the Indebtedness or any part thereof, and to discharge, release terminate, release, substitute, replace or substitute modify any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; ; (iv) to dispose of or substitute any and all collateral securing the Obligations Indebtedness in any manner as Bank, in its reasonable sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition or substitution and the enforcement of any and all endorsements indorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Bank, in its reasonable discretion sole discretion, may determine; ; and (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, if this Guaranty is limited in amount, to make any such application to Indebtedness, if any, in excess of the application amount of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following If any default shall be made in the occurrence and during the continuance payment of an Event of Defaultany Indebtedness, and upon demand by Agent, each Guarantor, jointly and severally, Guarantor hereby unconditionally agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: same in full: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Debtor; (ii) without requiring presentmentprotest, protest presentment or notice of nonpayment non-payment or notice of default to any Guarantor, to any Company Debtor or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Bank to resort first to any Company Debtor (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers or Agent the Bank may hold; ; (v) without requiring notice of acceptance hereof (or of any liability to which this Guaranty applies or may apply) or assent hereto by any Purchaser or AgentBank; and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent the Bank upon this Guaranty; and (vii) without notice of dishonor, notices of acceleration, notice of intent to accelerate, and all other notices and demands, collection suit and the taking of any other action by Bank; all of which each Guarantor hereby waives. (c) Each Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: : (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations Indebtedness or any Guarantor’s obligation 's obligations hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any taking, holding, continuation, collection, modification, leasing, impairment, surrender or abandonment of, or any delay or failure to protect, preserve or insure insure, any such collateral; ; (iv) any delay in the exercise or waiver of, any failure to exercise, or any forbearance in the exercise of, any right, power or remedy of Bank or any person (including, without limitation, those remedies described in Section 4(c)(iii) of this Guaranty) against Guarantor, Debtor, any person or entity or relating to the Indebtedness or any part thereof or the collateral therefor; (v) failure of a Guarantor to receive notice of any intended disposition of such collateral; ; (vvi) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Debtor including, without limitation, any failure, delay, waiver, forbearance, negligence or omission by any Purchaser or Agent Bank in enforcing its claims against the Debtor or any Company; collateral therefor including, without limitation, any failure to make, prove, or vote any claim relating to the Indebtedness or any collateral therefor in any case or proceeding pursuant to the Federal Bankruptcy Code or any similar law, or any satisfaction of the Indebtedness or any part thereof by reason of the failure of Bank to recover against any collateral therefor or the failure of Bank to obtain a judgment for any deficiency; (vivii) any release, settlement settlement, composition, adjustment, renewal, extension, modification, increase, rearrangement, compromise, replacement, cancellation, discharge, assignment, sale, exchange, conversion, participation or compromise other transfer or disposition of any obligation of Debtor or of any Company, any other Guarantor or any other guarantor of the Obligations; collateral therefor; (viiviii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; Indebtedness; (ix) the creation of any change insecurity interest, or the imposition of, any law, decree, regulation lien or other governmental act which does or might impair, delay or encumbrance in favor of any way affect the validity, enforceability or the payment when due of the Obligations; person other than Bank; (x) the existence any refusal or failure of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations Bank or any other person prior to the date hereof or entity may have at hereafter to grant any time against any Purchaser, Agent additional loan or other credit accommodation to Debtor or Bank's or any Company in connection herewith other party's receipt of notice of such refusal or any unrelated transaction; failure; (xi) any Purchaser’s refusal or Agent’s election in failure of Bank or any case instituted under chapter 11 other person to provide to Guarantor any information relating to Debtor, any other guarantor, indorser, or any person or entity who has given any collateral as security for the payment of the Bankruptcy CodeIndebtedness or any information relating to Debtor's or such guarantor's, of the application of section 1111(b)(2) of the Bankruptcy Code; indorser's, person's, or entity's financial condition, business or assets, or if such information is provided, to provide such information completely and accurately; (xii) any use change in the ownership or membership of cash collateral, Guarantor or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; Debtor; (xiii) the disallowance expiration of all the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Debtor or any portion of person in any of way related to the Indebtedness or a part thereof or any Purchaser’s collateral therefor; or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact thing or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its defense to Guarantor's obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each The Guarantor acknowledges and agrees that Purchasers Agent and Agent, for its benefit and as agent for the benefit of Purchasers, Lenders may, without notice, demand or any reservation of rights against such the Guarantor and without affecting such the Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to Borrowers, the other Credit Parties or any Company or othersother Person; (ii) accept from any person or entity Person and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantorguarantor of the Obligations, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entityPerson; (iv) dispose of any and all collateral securing the Obligations in its reasonable any manner as Agent or the Lenders, in their sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent or the Lenders in its reasonable their sole discretion may determine;; MidCap / Shimmick / Guaranty 4 (v) subject to except as otherwise expressly provided in the terms of the NotesCredit Agreement, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Agent or the Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as AgentAgent or the Lenders, in its their sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such the Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Agent or Agent the Lenders be responsible or shall any the Guarantor be released released, either in whole or in part part, for any act or omission in connection with Purchasers Agent or Agent the Lenders having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Defaulta Guaranty Trigger Event, and upon following written demand by Agent, each Guarantor, jointly and severally, the Guarantor hereby agrees to pay the Guaranteed Obligations to the extent hereinafter provided and (but subject to the extent unpaidlimitation set forth in Section 2 hereof), all of which the Guarantor hereby waives: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of Borrowers, any Company other Credit Party, any other Guarantor or any other Guarantorguarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of Borrowers, any Company other Credit Party or any other Guarantorguarantor; (iviii) without requiring Purchasers Agent or Agent the Lenders to resort first to Borrowers, any Company other Credit Party, any other Guarantor or any other guarantor (this being a guaranty of payment and performance and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Agent or Agent the Lenders may hold; (viv) without requiring notice of acceptance hereof or assent hereto by any Purchaser Agent or Agentthe Lenders; and (viv) without requiring notice that any of the Obligations has have been incurred, extended or continued or of the reliance by any Purchaser Agent or Agent the Lenders upon this Guaranty; all of which each Guarantor hereby waives.; (c) Each The Guarantor’s obligation obligations hereunder shall not be affected by any of the following, all of which such the Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any the Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document Financing Document or any such security interest or other lien or guaranty of the Obligations;; MidCap / Shimmick / Guaranty 5 (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a the Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of Borrowers, any Company other Credit Party or any other guarantor, including, without limitation, any failure, negligence or omission by any Purchaser Agent or Agent the Lenders in enforcing its their claims against Borrowers, any Companyother Credit Party or any other guarantor; (vi) any release, settlement or compromise of any obligation of any CompanyBorrowers, any the other Guarantor Credit Parties, or any other guarantor of the Obligationsguarantor; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of the Guarantor, Borrowers, any Companyother Credit Party, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of Borrowers, any Companyother Credit Party, any other Guarantor or any other guarantor of the Obligationsguarantor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any CompanyBorrowers, any other Guarantor or Credit Party, any other Guarantor, any other guarantor of the Obligations or any other person or entity Person may have at any time against Agent, any Purchaser, Agent Lender or any Company Credit Party in connection herewith or any unrelated transaction; (xi) any PurchaserAgent’s or Agentany Lxxxxx’s election election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by Borrowers or any Companyother Credit Party, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserAgent’s or Agentany Lxxxxx’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance (other than payment in full in cash) which might otherwise constitute grounds at law or equity for the discharge or release of a the Guarantor from its obligations hereunder, all whether or not such the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section 5(c).. MidCap / Shimmick / Guaranty 6

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers the Buyers and Collateral Agent, for its benefit and as collateral agent for the benefit of Purchasersthe Buyers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers the Buyers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Collateral Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers the Buyers or the Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers the Buyers or the Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by the Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers the Buyers or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers the Buyers or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Buyer or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Buyer or the Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser Buyer or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserBuyer, the Collateral Agent or any the Company in connection herewith or any unrelated transaction; (xi) any PurchaserBuyer’s or the Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserBuyer’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges authorizes Agent and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such Guarantor and without impairing or affecting such the validity or enforceability of this Guaranty or Guarantor’s 's obligations hereunder, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Guaranteed Obligations or any part thereof or grant other indulgences to any Company Borrowers or others; other Persons; (ii) to accept from any person or entity Person and hold collateral for the payment of the Guaranteed Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, 146 subordinate or surrender, with or without consideration, such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Guaranteed Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Guaranteed Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Guaranteed Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entity; Person; (iv) to dispose of any and all collateral securing the Obligations in its reasonable discretionGuaranteed Obligations, as it may deem appropriatesubject to standards imposed by applicable law, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Guaranteed Obligations or any part thereof as Agent or the Lenders, in its their reasonable discretion may determine; ; (v) subject except as otherwise provided in the Loan Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Guaranteed Obligations (whether principal, interest, fees, costs, costs and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations even though Purchasers Agent and the Lenders might lawfully have elected to apply such payments to the Guaranteed Obligations or to amounts which are not covered by this Guaranty; and and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as AgentAgent or the Lenders, in its sole their reasonable discretion, may deem appropriate; appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Agent or Agent the Lenders be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Agent or Agent the Lenders having sold any security collateral at less than its fair market value, subject to standards imposed by applicable law. (b) Following If any default shall be made in the occurrence payment of any of the Guaranteed Obligations and during the continuance of an Event of Defaultany grace period has expired with respect thereto, and upon demand by Agent, each Guarantor, jointly and severally, Guarantor hereby agrees to pay the Obligations same in full subject to the extent hereinafter provided and to the extent unpaid: limitations set forth in Section 4: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; ; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company Borrowers or to any other person or entity; Person, except as 147 required by the Loan Documents; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; Borrowers; (iv) without requiring Purchasers Agent or Agent the Lenders to resort first to any Company Borrowers (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty guarantor or any other Person obligated with respect to the Guaranteed Obligations or any collateral which Purchasers Agent or Agent the Lenders may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Agent or Agentthe Lenders; and and (vi) without requiring notice that any of the Guaranteed Obligations has been incurred, extended or continued or of the reliance by any Purchaser Agent or Agent the Lenders upon this Guaranty; all of which each Guarantor hereby waives. (c) Each This Guaranty and Guarantor’s 's obligation hereunder shall at all times be valid and enforceable and shall not be impaired or affected by any other agreements or circumstances of any nature whatsoever which otherwise constitute a defense to this Guaranty, including, without limitation, any of the following, all of which such Guarantor hereby waives: , to the extent permitted by law: (i) any failure or omission to perfect or continue the perfection of any security interest in or other lien on on, or preserve rights to, any collateral securing payment of any of the Guaranteed Obligations or any Guarantor’s 's obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Guaranteed Obligations; ; (iii) any failure or omission to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrowers including, without limitation, any failure, negligence or omission by any Purchaser Agent or Agent the Lenders in enforcing its their claims against any Company; Borrowers; (vi) any waiver of any right, remedy or power or of any default with respect to the Guaranteed Obligations or any part thereof or any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; Borrowers; (vii) the invalidity or unenforceability of any of the Obligations; Guaranteed Obligations or the invalidity or unenforceability of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Borrowers or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; Borrowers; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; ; (x) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against Agent, any Purchaser, Agent or any Company in connection herewith or any unrelated transaction;148 (xid) Credit may be granted or continued from time to time by Agent and the Lenders to Borrowers without notice to or authorization from Guarantor regardless of Borrowers' financial or other condition at the time of any Purchaser’s such grant or Agent’s election in continuation. Neither Agent nor any case instituted under chapter 11 Lender shall have an obligation to disclose or discuss with Guarantor its assessment of the Bankruptcy Code, financial condition of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c)Borrowers.

Certain Rights and Obligations. (a) Each Guarantor acknowledges Mortgagee may take such action as Mortgagee deems appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including: entry upon the Premises to protect the Premises from deterioration or damage, or to cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining insurance on the Premises (including flood insurance); or commencement or defense of any legal action or proceeding to assert or protect the validity or priority of the lien of this Mortgage. On demand, Mortgagor shall reimburse Mortgagee for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition to the maximum amount of Purchasers, maythe Indebtedness evidenced by the Note. (b) Mortgagor authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iiiii) to accept and hold any endorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, Guarantor or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserGuarantor, guarantor, or person or entity; ; (iviii) dispose upon the occurrence of any and all collateral securing the Obligations in its reasonable discretionan Event of Default, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (viv) subject upon the occurrence of an Event of Default to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, ) including if the application amount of payments received from any source to the payment of indebtedness other Indebtedness secured by this Mortgage is less than the Obligations even though Purchasers might lawfully have elected total amount of the obligations under the Note or the Guaranty, to apply make any such payments application to such obligations, if any, in excess of the Obligations or to amounts which are not covered amount of the Indebtedness secured by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its valueMortgage. (bc) Following Notwithstanding the occurrence and during the continuance of an Event of Default, this Mortgage shall remain valid, binding and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company Mortgagor, Guarantor or any other Guarantor; Debtor, (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Mortgagor, to Guarantor, to any Company Debtor, or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives. (cd) Each Guarantor’s obligation hereunder The enforceability of this Mortgage shall not be affected by any of the following, all of which such Guarantor hereby waives: by: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any other collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; Indebtedness; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of Debtor or any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; Guarantor; (viv) any release, settlement or compromise of any obligation of any CompanyMortgagor, any other Guarantor Debtor or any other guarantor of the Obligations; Guarantor; (viivi) the invalidity or unenforceability of any of the Obligations; Indebtedness; or (viiivii) any change of ownership of any Companyrenewal, any other Guarantor extension, acceleration, or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change intime for payment of, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due terms of the Obligations;interest on the Indebtedness or any part thereof; all of which Mortgagor hereby waives. (xe) If Mortgagee shall receive from or on behalf of Mortgagor any sum less than the existence full amount then due and payable, Mortgagee may, but shall not be obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any Event of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses Default: (i) through apply such payment on account of the Indebtedness or any amount payable hereunder, or (xivii) hold same or any part thereof, without liability for interest, in a special account and from time to time apply same or any part thereof as specified in subsection (i) of this Section 5(c)subsection.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Collateral Agent may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Guarantor or others; (ii) accept from any person or entity Person and hold collateral Collateral (as defined in the Security Agreement) for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral Collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, discharge and release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral Collateral (as defined in the Security Agreement) as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entityPerson; (iv) dispose of any and all collateral Collateral (as defined in the Security Agreement) securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness Indebtedness other than the Obligations even though one or more Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and; (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers any Purchaser or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers a Purchaser or Collateral Agent having sold any security at less than its fair market value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault (as defined in the Notes), and upon demand by the Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantorthe Company, to any Company or to any other person Guarantor or entityany other Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers any Purchaser or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers a Purchaser or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or the Collateral Agent upon this Guaranty; all of which each Guarantor hereby irrevocably waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien Lien on any collateral Collateral (as defined in the Security Agreement) securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien Lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateralCollateral (as defined in the Security Agreement); (iv) failure of a Guarantor to receive notice of any intended disposition of such collateralany Collateral (as defined in the Security Agreement); (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Guarantor including, without limitation, any failure, negligence or omission by any Purchaser or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation Obligation of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Company, the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against any Purchaser, Purchaser or the Collateral Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or the Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateralCollateral (as defined in the Security Agreement), or grant of a security interest by the Company or any CompanyGuarantor, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiiixii) the disallowance of all or any portion of any of any Purchaser’s or the Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xivxiii) any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar other applicable law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and This Guaranty shall not be affected, changed or diminished in any respect by the taking or failure to take by the Lenders or the Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or any reservation of rights against such the Guarantor and without affecting such the Guarantor’s 's obligations hereunder, from time to time: , of any actions: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Debtor or others; ; (ii) to sell, assign or transfer, or grant participations in, any of the Loans or other Obligations or any of the Loan Documents to the extent permitted by, and in accordance with the Credit Agreement; (iii) to accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iiiiv) to accept and hold any endorsement indorsement or guaranty guarantee of payment of the Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; ; (ivv) to dispose of any and all collateral securing the Obligations in any commercially reasonable manner in accordance with the applicable terms of the Credit Agreement as the Lenders or the Agent, in their or its reasonable sole and absolute discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent the Lenders or the Agent, in their or its reasonable discretion sole and absolute discretion, may determine; ; (vvi) subject except as otherwise required by the Credit Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source ; and (vii) to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Lenders or the Agent, in their or its sole discretion, may deem appropriate; appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such the Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers the Lenders or the Agent be responsible or shall any the Guarantor be released either in whole or in part for any act or omission in connection with Purchasers the Lenders or the Agent having sold any security at less than its valuean under value so long as such sale shall have occurred in a commercially reasonable manner. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, The Guarantor hereby agrees to pay the Obligations make all payments hereunder in full to the extent hereinafter provided and to the extent unpaid: provided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; counterclaim; (ii) without requiring presentment, protest or notice of nonpayment or notice of default or any other notice to any Guarantorthe Guarantor (or to the Debtor, to any Company except as may be provided by the Credit Agreement) or to any other person or entity; ; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers the Lenders or the Agent to resort first to any Company the Debtor (this being a guaranty guarantee of payment and not of collection), to any other Guarantor, ) or to any other guaranty guarantee or any collateral which Purchasers the Lender or the Agent may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser the Lenders or the Agent; and and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent the Lenders upon this Guaranty; all of the foregoing which each the Guarantor hereby waives. (c) Each The Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such the Guarantor hereby waives: : (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any the Guarantor’s 's obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty guarantee of the Obligations; ; (iii) any failure to protect, preserve or insure any such collateral; collateral except the willful misconduct or gross negligence of the Agent or Lenders; (iv) the failure of a the Guarantor to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Debtor including, without limitation, any failure, negligence or omission by any Purchaser the Lenders or the Agent in enforcing their or its claims against any Company; (vi) any releasethe Debtor, settlement except the willful misconduct or compromise of any obligation of any Company, any other Guarantor or any other guarantor gross negligence of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transactionLenders; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Collateral Agent may, without noticewith three days’ advance written notice to Guarantor, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) subject to the terms of the Note and Purchase Agreement as applicable, renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Guarantor or others; (ii) accept from any person or entity Person and hold collateral Collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral Collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, discharge and release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral Collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entityPerson; (iv) subject to the terms of the Note and Purchase Agreement as applicable and upon the occurrence and during the continuation of an Event of Default, dispose of any and all collateral Collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable discretion may determine; (v) subject to the terms of the NotesNote and Purchase Agreement as applicable, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness Indebtedness other than the Obligations even though Purchasers one or more Investors might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; andGuarantee; (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers any Investor or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers an Investor or Collateral Agent having sold any security at less than its fair market value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by the Collateral Agent, each Guarantor, jointly and severally, hereby xxxxxx agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentmentpresentment or protest to the Company, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person Guarantor or entityany other Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers any Investor or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers an Investor or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Investor or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Investor or the Collateral Agent upon this GuarantyGuarantee; all of which each Guarantor hereby irrevocably waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien Lien on any collateral Collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien Lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateralCollateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateralany Collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Guarantor including, without limitation, any failure, negligence or omission by any Purchaser Investor or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation Obligation of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Company, the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against any Purchaser, Investor or the Collateral Agent or any Company in connection herewith or any unrelated transaction; (xi) any PurchaserInvestor’s or the Collateral Agent’s election in any case instituted under chapter Chapter 11 of the Bankruptcy Code, of the application of section Section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateralCollateral, or grant of a security interest by any Company, as debtor in possession, under sections Sections 363 or 364 of the Bankruptcy Code; (xiiixii) the disallowance of all or any portion of any of any PurchaserInvestor’s or the Collateral Agent’s claims for repayment of the Obligations under sections Sections 502 or 506 of the Bankruptcy Code; (xivxiii) any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar other applicable law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Lenders and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersLenders, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Borrower or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable discretionsole discretion (or upon the instruction of the Requisite Lenders), as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion (or upon the instruction of the Requisite Lenders) may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretiondiscretion (or upon the instruction of the Requisite Lenders), may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Lenders or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Lenders or Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault or a Triggering Event, and upon demand by AgentCollateral Agent (provided that the Collateral Agent shall make such demand at the request of the Requisite Lenders), each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company the Borrower or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company the Borrower or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company the Borrower or any other Guarantor; (iv) without requiring Purchasers Lenders or Collateral Agent to resort first to any Company the Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Lenders or Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Lender or Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Lender or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Borrower including, without limitation, any failure, negligence or omission by any Purchaser Lender or Collateral Agent in enforcing its claims against any Companythe Borrower; (vi) any release, settlement or compromise of any obligation of any Companythe Borrower, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Companythe Borrower, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Companythe Borrower, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserLender, Collateral Agent or any Company the Borrower in connection herewith or any unrelated transaction; (xi) any PurchaserLender’s or Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserLender’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Subject to the Existing Subsidiary Agreements each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following Subject to the Existing Subsidiary Agreements, tollowing the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; (iv) without requiring Purchasers or Agent to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each To the extent permitted by applicable law, the Guarantor acknowledges and agrees that Purchasers and authorizes Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such the Guarantor and without affecting such the Guarantor’s obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to Borrower or others as provided by an amendment(s) to the Loan Agreement executed by Borrower, Agent and Lenders and/or Required Lenders, the terms of the Loan Agreement with respect to acceleration or in any Company waiver or othersconsent executed by Agent, Lenders and/or Required Lenders, with respect to any indulgence; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and to discharge, release or substitute any such obligation Obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entityPerson; (iv) to dispose of any and all collateral securing the Obligations in any manner as Agent in its reasonable discretion, as it sole discretion may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable sole discretion may determine; (v) subject except as otherwise provided in the Loan Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Agent might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, Agent in its sole discretion, discretion may deem appropriate; and generally to do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such the Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any the Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Agent or Agent any Lender having sold any security at collateral for less than its fair value. (b) Following If any default shall be made in the occurrence payment of any of the Obligations and during any grace period has expired with respect thereto as provided in the continuance of an Event of DefaultLoan Agreement, and upon demand by Agent, each Guarantor, jointly and severally, the Guarantor hereby agrees to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other GuarantorBorrower; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any the Guarantor, to any Company Borrower or to any other person or entityPerson; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other GuarantorBorrower; (iv) without requiring Purchasers Agent or Agent any Lender to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers Agent or Agent any Lender may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agent; and; (vi) without requiring notice that any of the Obligations has have been incurred, extended or continued or of the reliance by Agent or any Purchaser or Agent Lender upon this Guaranty; all of the foregoing which each the Guarantor hereby waives. (c) Each To the extent permitted by applicable law, the Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such the Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any the Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or of, any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a the Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, negligence or omission by Agent or any Purchaser or Agent Lender in enforcing its their claims against any CompanyBorrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the ObligationsBorrower; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Borrower or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the ObligationsBorrower; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaseragainst, Agent or any Company Lender or Borrower in connection herewith or any unrelated other transaction, related or unrelated; (xi) any PurchaserAgent’s or Agentany Lender’s election election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any borrowing, use of cash collateral, or grant of a security interest by any CompanyBorrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserAgent’s or Agentany Lender’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a the Guarantor from its obligations hereunderhereunder (other than termination of this Guaranty in accordance with Section 8 hereof), all whether or not such the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Buyers and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersBuyers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Buyers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Buyers or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Buyers or Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers Buyers or Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Buyers or Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Buyer or Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Buyer or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser Buyer or Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserBuyer, Collateral Agent or any the Company in connection herewith or any unrelated transaction; (xi) any PurchaserBuyer’s or Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserBuyer’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s 's obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; (iv) without requiring Purchasers or Agent to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s 's obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s 's or Agent’s 's election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s 's or Agent’s 's claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges authorizes Agent and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such Guarantor and without impairing or affecting the validity or enforceability of this Guaranty or such Guarantor’s 's obligations hereunder, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations Guaranty Indebtedness or any part thereof or grant other indulgences to any Company Borrower or others; other Persons; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations Guaranty Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Obligations Guaranty Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations Guaranty Indebtedness or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations Guaranty Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; Person; (iv) subject to the notice provision set forth in SECTION 4(B) hereof, to dispose of any and all collateral securing the Obligations Guaranty Indebtedness in any manner as Agent or Lenders, in its reasonable or their sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations Guaranty Indebtedness or any part thereof as Agent or Lenders, in its reasonable discretion or their sole discretion, may determine; ; (v) subject except as otherwise provided in the Credit Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Guaranty Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations Guaranty Indebtedness even though Purchasers Agent and Lenders might lawfully have elected to apply such payments to the Obligations Guaranty Indebtedness or to amounts which are not covered by this Guaranty; and and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as AgentAgent or Lenders, in its or their sole discretion, may deem appropriate; appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Agent or Agent Lenders be responsible or shall any such Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Agent or Agent Lenders having sold any security collateral at less than its fair market value. (b) Following If any default shall be made in the occurrence payment of any of the Guaranty Indebtedness and during the continuance of an Event of Default, and upon demand by Agentany grace period has expired with respect thereto, each Guarantor, jointly and severally, Guarantor hereby agrees to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaid: provided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Borrower; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any such Guarantor, to any Company Borrower or to any other person or entity; Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; Borrower; (iv) without requiring Purchasers Agent or Agent Lenders to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty guarantor or any other Person obligated with respect to the Guaranty Indebtedness or any collateral which Purchasers or Agent Lenders may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Agent or AgentLenders; and and (vi) without requiring notice that any of the Obligations Guaranty Indebtedness has been incurred, extended or continued or of the reliance by any Purchaser Agent or Agent Lenders upon this Guaranty; all of which each such Guarantor hereby waives. (c) Each This Guaranty and each Guarantor’s 's obligation hereunder shall at all times be valid and enforceable and shall not be impaired or affected by any other agreements or circumstances of any nature whatsoever which otherwise constitute a defense to this Guaranty, including, without limitation, any of the following, all of which such each Guarantor hereby waives: waives to the extent permitted by law: (i) any failure or omission to perfect or continue the perfection of any security interest in or other lien on on, or preserve rights to, any collateral securing payment of any of the Obligations Guaranty Indebtedness or any such Guarantor’s 's obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; Guaranty Indebtedness; (iii) any failure or omission to protect, preserve or insure any such collateral; ; (iv) failure of a such Guarantor to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, negligence or omission by any Purchaser Agent or Agent Lenders in enforcing its their claims against any Company; Borrower; (vi) any waiver of any right, remedy or power or of any default with respect to the Guaranty Indebtedness or any part thereof or any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; Borrower; (vii) the invalidity or unenforceability of any of the Obligations; Guaranty Indebtedness or the invalidity or unenforceability of any agreement relating thereto or with respect to any collateral securing the Guaranty Indebtedness or any part thereof; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Borrower or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; Borrower; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; Guaranty Indebtedness; (x) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other such Guarantor or guarantor of the Obligations or any other person or entity may have at any time against Agent, any PurchaserLender, Agent Borrower or any Company other guarantor in connection herewith or any unrelated transaction; ; (xi) the failure of Borrower or such Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranty Indebtedness or this Guaranty, or to take any Purchaser’s other action required in connection with the performance of all obligations pursuant to the Guaranty Indebtedness or this Guaranty; (xii) Agent’s election 's election, on behalf of Lenders, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; ; (xiixiii) any borrowing, use of cash collateral, or grant of a security interest by any CompanyBorrower, as debtor in possession, under sections section 363 or 364 of the Bankruptcy Code; ; (xiiixiv) the disallowance of all or any portion of Agent's or any of any Purchaser’s or Agent’s Lenders' claims for repayment of the Obligations Guaranty Indebtedness under sections section 502 or 506 of the Bankruptcy Code; (xiv) any stay ; or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or in equity for the discharge or release of a such Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section SUBSECTION 5(c). It is agreed that each Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranty Indebtedness or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by Borrower of the Guaranty Indebtedness in the manner agreed upon between Agent and Lenders and Borrower. (d) Credit may be granted or continued from time to time by Agent and Lenders to Borrower without notice to or authorization from any Guarantor regardless of Borrower's financial or other condition at the time of any such grant or continuation. Neither Agent nor any Lender shall have an obligation to disclose or discuss with any Guarantor its assessment of the financial condition of Borrower.

Certain Rights and Obligations. (a) Each Guarantor acknowledges The Guarantors authorize Agent and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayLenders, without notice, demand or any reservation of rights against such Guarantor the Guarantors and without impairing or affecting such Guarantor’s the validity or enforceability of this Guaranty or the Guarantors' obligations hereunder, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Borrower or others; ; (ii) to accept from any person or entity Person and hold collateral for the payment of the Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entity; Person; (iv) to dispose of any and all collateral Collateral securing the Obligations in its reasonable any manner as Agent or the Lenders, in their sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent or the Lenders, in its reasonable their sole discretion may determine; ; (v) subject except as otherwise provided in the Credit Agreement, to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, principal interest, fees, costs, costs and expenses, or otherwise), ) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers the Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as AgentAgent or the Lenders, in its their sole discretion, may deem appropriate; appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor the Guarantors as a guarantor guarantors or surety sureties in whole or in part, and in no case shall Purchasers Agent or Agent the Lenders be responsible or shall any Guarantor the Guarantors be released either in whole or in part for any act or omission in connection with Purchasers Agent or Agent the Lenders having sold any security at less than its an under value. (b) Following If any default shall be made in the occurrence payment of any of the Obligations and during any grace period has expired with respect thereto, the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, Guarantors hereby agrees agree to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaid: provided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Borrower; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company Borrower or to any other person or entity; Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; Borrower; (iv) without requiring Purchasers Agent or Agent the Lenders to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty guarantor or any other Person obligated with respect to the Obligations or any collateral which Purchasers or Agent the Lenders may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Agent or Agentthe Lenders; and and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Agent or Agent the Lenders upon this Guaranty; all of which each Guarantor the Guarantors hereby waiveswaive. (c) Each Guarantor’s This Guaranty and the Guarantors' obligation hereunder shall at all times be valid and enforceable and shall not be impaired or affected by any other agreements or circumstances of any nature whatsoever which otherwise constitute a defense to this Guaranty, including, without limitation, any of the following, all of which such Guarantor the Guarantors hereby waives: waive: (i) any failure or omission to perfect or continue the perfection of any security interest in or other lien on on, or preserve rights to, any collateral securing payment of any of the Obligations or any Guarantor’s the Guarantors' obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; ; (iii) any failure or omission to protect, preserve or insure any such collateral; ; (iv) failure of a any Guarantor to receive notice of any intended disposition of such collateral; ; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, negligence or omission by any Purchaser Agent or Agent the Lenders in enforcing its their claims against any Company; Borrower; (vi) any waiver of any right, remedy or power or of any default with respect to the Obligations or any part thereof or any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; Borrower; (vii) the invalidity or unenforceability of any of the Obligations; Obligations or the invalidity or unenforceability of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Borrower or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; Borrower; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; ; (x) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Guarantors may have at any time against Agent, any PurchaserLender, Agent Borrower or any Company other guarantor in connection herewith or any unrelated transaction; ; (xi) the failure of Borrower or the Guarantors to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Guaranty, or to take any Purchaser’s other action required in connection with the performance of all obligations pursuant to the Obligations or this Guaranty; (xii) Agent’s election 's election, on behalf of the Lenders, in any case instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code; ; (xiixiii) any borrowing, use of cash collateral, or grant of a security interest by any CompanyBorrower, as debtor Borrower in possession, under sections section 363 or 364 of the United States Bankruptcy Code; ; (xiiixiv) the disallowance of all or any portion of any of any Purchaser’s or Agent’s the Lenders' claims for repayment of the Obligations under sections section 502 or 506 of the United States Bankruptcy Code; (xiv) any stay ; or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or in equity for the discharge or release of a any Guarantor from its obligations hereunder, all whether or not such Guarantor the Guarantors shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxv) of this Section subsection 5(c). It is agreed that the Guarantors' liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Obligations or any part thereof and that the Guarantors' liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by Borrower of the Obligations in the manner agreed upon between the Lenders and Borrower. (d) Credit may be granted or continued from time to time by the Lenders to Borrower without notice to or authorization from the Guarantors regardless of Borrower's financial or other condition at the time of any such grant or continuation. Neither Agent nor any Lender shall have an obligation to disclose or discuss with the Guarantors its assessment of the financial condition of Borrower.

Certain Rights and Obligations. (a) Each Guarantor acknowledges Mortgagee may take such action as Mortgagee deems appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including: entry upon the Premises to protect the Premises from deterioration or damage, or to cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining insurance on the Premises (including flood insurance); or commencement or defense of any legal action or proceeding to assess or protect the validity or priority of the lien of this Mortgage. On demand, Mortgagor shall reimburse Mortgagee for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition to the maximum amount of Purchasers, maythe Indebtedness evidenced by the Note. (b) Mortgagor authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iiiii) to accept and hold any endorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, Guarantor or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserGuarantor, guarantor, or person or entity; ; (iviii) dispose upon the occurrence of any and all collateral securing the Obligations in its reasonable discretionan Event of Default, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (viv) subject upon the occurrence of an Event of Default to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise) including if the amount of the Indebtedness secured by this Mortgage is less than the total amount of the obligations under the Note or that certain Continuing Guaranty of the Guarantor, dated January 12, 2010 as amended and restated by that certain Amended and Restated Continuing Guaranty dated as of January 19, 2011 and as further amended and restated by that certain Amended and Restated Continuing Guaranty dated as of the date hereof (collectively, the “Guaranty”), includingto make any such application to such obligations, without limitationif any, in excess of the application amount of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered Indebtedness secured by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its valueMortgage. (bc) Following Notwithstanding the occurrence and during the continuance of an Event of Default, this Mortgage shall remain valid, binding and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company Mortgagor or any other Guarantor; , (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Mortgagor or to Guarantor, to any Company or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives. (cd) Each Guarantor’s obligation hereunder The enforceability of this Mortgage shall not be affected by any of the following, all of which such Guarantor hereby waives: by: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any other collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; Indebtedness; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; Guarantor; (viv) any release, settlement or compromise of any obligation of any Company, any other Guarantor Mortgagor or any other guarantor of the Obligations; Guarantor; (viivi) the invalidity or unenforceability of any of the Obligations; Indebtedness; or (viiivii) any change of ownership of any Companyrenewal, any other Guarantor extension, acceleration, or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change intime for payment of, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due terms of the Obligations;interest on the Indebtedness or any part thereof; all of which Mortgagor hereby waives. (xe) If Mortgagee shall receive from or on behalf of Mortgagor any sum less than the existence full amount then due and payable, Mortgagee may, but shall not be obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any Event of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses Default: (i) through apply such payment on account of the Indebtedness or any amount payable hereunder, or (xivii) hold same or any part thereof, without liability for interest, in a special account and from time to time apply same or any part thereof as specified in subsection (i) of this Section 5(c)subsection.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Collateral Agent may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Guarantor or others; (ii) accept from any person or entity Person and hold collateral Collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral Collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, discharge and release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral Collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entityPerson; (iv) dispose of any and all collateral Collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness Indebtedness other than the Obligations even though Purchasers one or more Investors might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; andGuarantee; (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers any Investor or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers an Investor or Collateral Agent having sold any security at less than its fair market value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by the Collateral Agent, each Guarantor, jointly and severally, hereby xxxxxx agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantorthe Company, to any Company or to any other person Guarantor or entityany other Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers any Investor or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers an Investor or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Investor or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Investor or the Collateral Agent upon this GuarantyGuarantee; all of which each Guarantor hereby irrevocably waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien Lien on any collateral Collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien Lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateralCollateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateralany Collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Guarantor including, without limitation, any failure, negligence or omission by any Purchaser Investor or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation Obligation of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Company, the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against any Purchaser, Investor or the Collateral Agent or any Company in connection herewith or any unrelated transaction; (xi) any PurchaserInvestor’s or the Collateral Agent’s election in any case instituted under chapter Chapter 11 of the Bankruptcy Code, of the application of section Section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateralCollateral, or grant of a security interest by any Company, as debtor in possession, under sections Sections 363 or 364 of the Bankruptcy Code; (xiiixii) the disallowance of all or any portion of any of any PurchaserInvestor’s or the Collateral Agent’s claims for repayment of the Obligations under sections Sections 502 or 506 of the Bankruptcy Code; (xivxiii) any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar other applicable law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, may, without notice, demand or If any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold collateral for default shall be made in the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or and any part thereof, grace period has expired with respect thereto as provided in the Subscription and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by AgentBackstop Purchase Agreement, each Guarantor, jointly and severally, Subsidiary Guarantor hereby agrees to pay the Obligations same in full to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantorthe Company; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Subsidiary Guarantor, to any the Company or to any other person or entityPerson; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantorthe Company; (iv) without requiring Purchasers or Agent the Backstop Providers to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers or Agent the Backstop Providers may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Agentthe Backstop Providers; and (vi) without requiring notice that any of the Obligations has have been incurred, extended or continued or of the reliance by any Purchaser or Agent the Backstop Providers upon this Guaranty; all of the foregoing which each Subsidiary Guarantor hereby waives. (cb) Each Guarantor’s obligation To the extent permitted by applicable law, the obligations of each Subsidiary Guarantor hereunder shall not be affected by any of the following, all of which such each Subsidiary Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent the Backstop Providers in enforcing its claims against any the Company; (viii) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (viiiii) the invalidity or unenforceability of any of the Obligations; (viiiiv) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations Company or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ixv) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (xvi) the existence of any claim, setoff or other rights right which the Guarantor, any Company, any other Subsidiary Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent the Backstop Providers or any the Company in connection herewith or any unrelated other transaction; (xi) any Purchaser’s , related or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar lawunrelated; or (xvvii) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a any Subsidiary Guarantor from its obligations hereunderhereunder (other than termination of this Guaranty in accordance with Section 5.1 hereof), all whether or not such any Subsidiary Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivvi) of this Section 5(c4.1(b).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Collateral Agent may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Guarantor or others; (ii) accept from any person or entity Person and hold collateral Collateral (as defined in the Security Agreement) for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral Collateral (as defined in the Security Agreement) or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, discharge and release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral Collateral (as defined in the Security Agreement) as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entityPerson; (iv) dispose of any and all collateral Collateral (as defined in the Security Agreement) securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness Indebtedness other than the Obligations even though one or more Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and; (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers any Purchaser or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers a Purchaser or Collateral Agent having sold any security at less than its fair market value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault (as defined in the Notes), and upon demand by the Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantorthe Company, to any Company or to any other person Guarantor or entityany other Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers any Purchaser or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers a Purchaser or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or the Collateral Agent upon this Guaranty; all of which each Guarantor hereby irrevocably waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien Lien on any collateral Collateral (as defined in the Security Agreement) securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien Lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateralCollateral (as defined in the Security Agreement); (iv) failure of a Guarantor to receive notice of any intended disposition of such collateralany Collateral (as defined in the Security Agreement); (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Guarantor including, without limitation, any failure, negligence or omission by any Purchaser or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation Obligation of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Company, the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against any Purchaser, Purchaser or the Collateral Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or the Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateralCollateral (as defined in the Security Agreement), or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or the Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar other applicable law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges Mortgagee or its agents may take such action as Mortgagee or its agents deem appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including, but not limited to: entry upon the Premises to protect the Premises from deterioration or damage, or to cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining insurance on the Premises; or commencement or defense of any legal action or proceeding to asset or protect the validity or priority of the lien of this Mortgage. On demand, Mortgagor shall reimburse Mortgagee or its agents for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition top the maximum amount of Purchasers, maythe indebtedness evidenced by the Note. (b) Xxxxxxxxx authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations Indebtedness or any part thereof or grant other indulgences to any Company or others; thereof; (ii) to accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, guarantor or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; ; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements Indorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, the application of payments received from . (c) If any source to default shall be made in the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by any Indebtedness, this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when Mortgage shall remain valid, binding and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company Mortgagor, Guarantor or any other Guarantor; Debtor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Mortgagor, to Guarantor, to any Company Debtor, or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives. (cd) Each Guarantor’s obligation hereunder The enforceability of this Mortgage shall not be affected by any of the following, all of which such Guarantor hereby waives: by: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; Indebtedness; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of Debtor or any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; Guarantor; (viv) any release, settlement or compromise of any obligation of any Companya Mortgagor, any other Guarantor Debtor or any other guarantor of the Obligations; Guarantor; or (viivi) the invalidity or unenforceability of any of the Obligations;Indebtedness; all of which Mortgagor hereby waives. (viiie) If Mortgagee shall receive from or on behalf of Mortgagor any change of ownership of any Company, any other Guarantor or any other guarantor of sum less than the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment full amount when due and payable, Mortgagee may, but shall not be obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any event of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses default: (i) through apply such payment on account of the Indebtedness or any amount payable hereunder, or (xivii) hold same or any part thereof, without liability for interest, in a special account and from time to time apply same or any part thereof as specified in subsection (i) of this Section 5(c)subsection.

Certain Rights and Obligations. (a) Each Guarantor acknowledges Mortgagee or its agents may take such action as Mortgagee or its agents deem appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including, but not limited to: entry upon the Premises to protect the Premises from deterioration or damage, or to cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining insurance on the Premises; or commencement or defense of any legal action or proceeding to asset or protect the validity or priority of the lien of this Mortgage. On demand, Mortgagor shall reimburse Mortgagee or its agents for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition top the maximum amount of Purchasers, maythe indebtedness evidenced by the Note. (b) Mortgagor authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iiiii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, guarantor or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; ; (iviii) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements indorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (viv) subject upon the occurrence of an Event of Default to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), ) including, without limitation, if the amount of the Indebtedness secured by this Mortgage is less than the total amount of the obligations under the Note or the Guaranty, to make any such application to such obligations, if any, in excess of payments received from the amount of the Indebtedness secured by this Mortgage. (c) If any source to default shall be made in the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by any Indebtedness, this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when Mortgage shall remain valid, binding and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company Mortgagor, Guarantor or any other Guarantor; Debtor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Mortgagor, to Guarantor, to any Company Debtor, or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives. (cd) Each Guarantor’s obligation hereunder The enforceability of this Mortgage shall not be affected by any of the following, all of which such Guarantor hereby waives: by: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any other collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; Indebtedness; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any failure to protect, preserve or insure any such collateral; ; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of Debtor or any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; Guarantor; (viv) any release, settlement or compromise of any obligation of any Companya Mortgagor, any other Guarantor Debtor or any other guarantor of the Obligations; Guarantor; (viivi) the invalidity or unenforceability of any of the Obligations; Indebtedness; or (viiivii) any change of ownership of any Companyrenewal, any other Guarantor extension, acceleration, or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change intime for payment of, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due terms of the Obligations;interest on the indebtedness or any part thereof; all of which Mortgagor hereby waives. (xe) If Mortgagee shall receive from or on behalf of Mortgagor any sum less than the existence full amount then due and payable, Mortgagee may, but shall not be obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any event of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses default: (i) through apply such payment on account of the Indebtedness or any amount payable hereunder, or (xivii) hold same or any part thereof, without liability for interest, in a special account and from time to time apply same or any part thereof as specified in subsection (i) of this Section 5(c)subsection.

Certain Rights and Obligations. (a) Each 3.1. The Guarantor acknowledges and agrees that Purchasers the Agent and Agent, for its benefit and as agent for the benefit of Purchasers, Lenders may, without notice, demand or any reservation of rights against such Guarantor the Guarantor, and without affecting such the Guarantor’s obligations hereunder, from time to timetime until the Paid in Full Date: (ia) settle, compromise, subordinate, renew, extend, release, increase, accelerate or otherwise change the amount of, time for payment of, the terms of of, or the interest on on, the Obligations or any part thereof or security therefor, or grant other indulgences accommodations to any Company the Borrower or others, or to amend or modify any Loan Document; (iib) accept from any person or entity Person, including the Borrower, and hold collateral collateral, including Collateral, for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral Collateral or any part thereof; (iiic) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or endorser, guarantor, or discharge, release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entityPerson; (ivd) subject to the applicable provisions set forth in the Loan Documents (as amended by the Amendment), dispose of any and all collateral collateral, including Collateral, securing the Obligations in its reasonable any manner as the Agent or the requisite Lenders, in their sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Agent or the requisite Lenders in its reasonable their sole discretion may determine; (ve) subject to the terms of applicable provisions set forth in the NotesLoan Documents (as amended by the Amendment), determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations and any components thereof (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, ) including the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers the Agent or the requisite Lenders might lawfully have elected to apply such payments to the Obligations or instead of to amounts which are not covered by this Guaranty; andGuaranty Agreement; (vif) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agentthe Agent or the requisite Lenders, in its their sole discretion, may deem appropriate; (g) exercise or refrain from exercising any rights against the Borrower, any other Credit Party, or others, or otherwise act or refrain from acting under or in connection with any Loan Document, including consenting to or waiving any breach, act, omission or default under any of the Loan Documents; (h) make LIFO Revolving Loans or Revolving Loans, make or acquire participations in Swing Loans, issue, support or acquire participations in Letters of Credit and the related L/C Reimbursement Obligations, or otherwise provide financial accommodations to Borrower under the Credit Agreement and the other Loan Documents from time to time as the Agent and the requisite Lenders in their sole discretion may determine, in any amount whatsoever and without regard to any borrowing restrictions set forth in the Credit Agreement or any other Loan Document; and generally and (i) do or refrain from doing any act or thing which that might otherwise, at law or in equity, release or limit the liability of such the Guarantor as a guarantor or surety surety, either in whole or in part, and in no case shall Purchasers the Agent or Agent the Lenders be responsible or shall any the Guarantor be released released, either in whole or in part part, for any act or omission in connection with Purchasers the Agent’s or Agent the Lenders’ having sold any collateral or other security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon 3.2. Upon any demand by Agentthe Agent made in accordance with the terms of this Guaranty Agreement, each Guarantorindividually or at the written direction of the Required LIFO Revolving Lenders, jointly and severally, the Guarantor hereby agrees to pay the Guaranteed Obligations to the extent hereinafter provided and to the extent unpaid:in accordance with Section 2.1(a): (ia) without deduction by reason of any setoffset-off, withholding, recoupment, defense (other than payment) payment by the Guarantor following demand by Agent in accordance with this Guaranty Agreement), counterclaim or counterclaim deduction of any Company kind (other than deductions for taxes paid by the Guarantor on behalf of the Agent or any other Guarantorthe Lenders, subject to Section 8.11); (iib) without requiring presentment, protest or notice of nonpayment nonpayment, or notice of default to any the Guarantor, to any Company the Borrower or to any other person or entityPerson; (iiic) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company the Borrower or any other Guarantorguarantor of the Obligations; (ivd) without requiring Purchasers the Agent or Agent the Lenders to resort first to any Company the Borrower (this being a guaranty of payment and not of collection), to any other Guarantorguarantor of the Obligations, or to any other guaranty or any collateral which Purchasers collateral, including Collateral, that the Agent or Agent the Lenders may hold; (ve) without requiring notice of acceptance hereof or assent hereto by any Purchaser the Agent or Agentthe Lenders; and (vif) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser the Agent or Agent the Lenders upon this GuarantyGuaranty Agreement; all of which each the Guarantor hereby irrevocably waives. (c) Each 3.3. The Guarantor’s obligation obligations hereunder shall not be affected by any of the following, all of which such and the Guarantor hereby waiveswaives any defense related thereto: (ia) any failure to create, perfect or continue the perfection of to perfect, or delay in perfecting, any security interest in or other lien Lien on any collateral securing payment of any of the Obligations or any the Guarantor’s obligation obligations hereunder; (iib) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of of, any document Loan Document or any such security interest or other lien Lien or guaranty of the Obligations; (iiic) any failure to protect, preserve or insure any such collateral; (ivd) failure of a the Guarantor to receive notice of any intended disposition of such collateral; (ve) any defense arising by reason of the cessation from any cause whatsoever of liability of the Borrower or any Company includingother guarantor of the Obligations, without limitation, including any failure, negligence or omission by any Purchaser the Agent or Agent the Lenders in enforcing its their claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor the Borrower or any other guarantor of the Obligations; (viif) any release of the Borrower or any other guarantor from its Obligations under the Credit Agreement or any other Loan Document, or any settlement or compromise with respect thereto; (g) the invalidity or unenforceability of any of the Obligations; (viiih) any change of ownership of any Company, any other Guarantor the Borrower or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor the Borrower or any other guarantor of the Obligations; (ixi) any change in, or the imposition of, any law, decree, regulation or other governmental act which that does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (xj) the existence of any claim, setoff set-off or other rights which that the Guarantor, any Companythe Borrower, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against the Agent, any PurchaserLender, Agent the Borrower or any Company other guarantor of the Obligations in connection herewith or any unrelated transaction; (xik) any Purchaserthe Agent’s or Agentany Lender’s election election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section Section 1111(b)(2) of the Bankruptcy Code; (xiil) any use of cash collateral, or grant of a security interest interest, by the Borrower or any Companyguarantor of the Obligations, as debtor in possession, under sections Sections 363 or 364 of the Bankruptcy Code; (xiiim) the disallowance of all or any portion of any of any Purchaserthe Agent’s or Agent’s the Lenders’ claims for repayment of the Obligations under sections Section 502 or 506 or any other provision of the Bankruptcy Code; (xivn) any stay rights, defenses, or extension of time for payment benefits provided by any Company Sections 365(c)(2) and 365(e)(2) or any other Guarantor resulting from any proceeding under provision of the Bankruptcy Code or any similar lawCode; or (xvo) any other fact or circumstance which that might otherwise constitute grounds at law or equity for the discharge or release of a the Guarantor from its obligations hereunder, all whether or not such the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (ia) through (xivo) of this Section 5(c)3.3.

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Collateral Agent may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company Guarantor or others; (ii) accept from any person or entity Person and hold collateral Collateral (as defined in the Security Agreement) for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral Collateral (as defined in the Security Agreement) or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, discharge and release or compromise any Guarantor, or any other person or entity Person who has given any security interest in any collateral Collateral (as defined in the Security Agreement) as security for the payment of the Obligations or any part thereof, or any other person or entity Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or person or entityPerson; (iv) dispose of any and all collateral Collateral (as defined in the Security Agreement) securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Collateral Agent in its reasonable discretion may determine; (v) subject to the terms of the Advance Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness Indebtedness other than the Obligations even though one or more Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; andGuarantee; (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and and (vii) generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers any Purchaser or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers a Purchaser or Collateral Agent having sold any security at less than its fair market value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault (as defined in the Advance Notes), and upon demand by the Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantorthe Company, to any Company or to any other person Guarantor or entityany other Person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers any Purchaser or the Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers a Purchaser or the Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or the Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or the Collateral Agent upon this GuarantyGuarantee; all of which each Guarantor hereby irrevocably waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien Lien on any collateral Collateral (as defined in the Security Agreement) securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien Lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateralCollateral (as defined in the Security Agreement); (iv) failure of a Guarantor to receive notice of any intended disposition of such collateralany Collateral (as defined in the Security Agreement); (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Guarantor including, without limitation, any failure, negligence or omission by any Purchaser or the Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation Obligation of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of Person guaranteeing the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Company, the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity Person may have at any time against any Purchaser, Purchaser or the Collateral Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or the Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateralCollateral (as defined in the Security Agreement), or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, mayADES authorizes Lender, without notice, demand or any additional reservation of rights against such Guarantor ADES and without affecting such Guarantor’s ADES's obligations hereunder, from time to time: ; (i) to renew, refinance, modify, subordinate, extend, increase, accelerate accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations Indebtedness or any part thereof or grant other indulgences to any Company or others; thereof; (ii) to accept from any person or entity and hold collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iii) to accept and hold any endorsement or guaranty of payment of the Obligations Indebtedness or any part thereof or any negotiable instrument or other writing intended by any party to create an accord and satisfaction with respect to the Indebtedness or any part thereof, and to discharge, release terminate, release, substitute, replace or substitute modify any such obligation of any such endorser or guarantor, or discharge, release or compromise any GuarantorADES, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; ; (iv) to dispose of any and all collateral securing the Obligations Indebtedness in any manner as Lender, in its reasonable sole discretion, as it may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Lender, in its reasonable discretion sole discretion, may determine; ; and (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, if this Guaranty is limited in amount, to make any such application to Indebtedness, if any, in excess of the application amount of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following If any default shall be made in the occurrence and during the continuance payment of an Event of Defaultany Indebtedness, and upon demand by Agent, each Guarantor, jointly and severally, ADES hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid:same in full : 3 (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantor; Borrower; (ii) without requiring presentmentprotest, protest presentment or notice of nonpayment non-payment or notice of default to any GuarantorADES, to any Company Borrower or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Lender to resort first to any Company Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, ) or to any other guaranty or any collateral which Purchasers or Agent Lender may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentLender; and and (vi) without requiring notice that any of the Obligations Indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Lender upon this Guaranty; all of which each Guarantor ADES hereby waives. (c) Each Guarantor’s ADES's obligation hereunder shall not be affected by any of the following, all of which such Guarantor ADES hereby waives: : (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations Indebtedness or any Guarantor’s ADES's obligation hereunder; ; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; lien; (iii) any taking, holding, continuation, collection, modification, leasing, impairment, surrender or abandonment of, or any failure to protect, preserve or insure insure, any such collateral; ; (iv) any delay in the exercise or waiver of, any failure to exercise, or any forbearance in the exercise of, any right or remedy of Lender or any person against ADES, Borrower or any person or relating to the Indebtedness or any part thereof or the collateral therefor; (v) failure of a Guarantor ADES to receive notice of any intended disposition of such collateral; ; (vvi) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company Borrower including, without limitation, any failure, delay, waiver, forbearance, negligence or omission by any Purchaser or Agent Lender in enforcing its claims against Borrower or any Company; (vi) any releasecollateral therefor, settlement or compromise of any obligation of any Companyincluding, without limitation, any other Guarantor failure to make, prove, or vote any claim relating to the Indebtedness or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election collateral therefor in any case instituted under chapter 11 of or proceeding pursuant to the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Federal Bankruptcy Code or any similar law, or any satisfaction of the Indebtedness or any part thereof by reason of the failure of Lender to recover against any collateral therefor or the failure of Lender to obtain a judgment for any deficiency; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).4

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Collateral Agent may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s 's obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent it in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Collateral Agent might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agentit, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Collateral Agent be responsible or responsible, nor shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold the sale of any security at less than its valueface or fair market value by Collateral Agent. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers or Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s 's obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser or Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Collateral Agent or any the Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Collateral Agent’s election 's election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Collateral Agent’s 's claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges Upon the existence of an Event of Default, Mortgagee or its agents may take such action a Mortgagee or its agents deem appropriate to protect the Premises or the status or priority of the lien of this Mortgage, including, but not limited to: entry upon the Premises to protect the Premises from deterioration or damage, or cause the Premises to be put in compliance with any governmental, insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining insurance on the Premises; or commencement or defense of any legal action or proceeding to assess or protect the validity or priority of the lien of this Mortgage. On demand, Mortgagor shall reimburse Mortgagee or its agents for all expenses in taking any such action, with interest, and agrees that Purchasers the amount thereof shall be secured by this Mortgage and Agentshall, for its benefit and as agent for to the benefit extent permitted by law, be in addition to the maximum amount of Purchasers, maythe indebtedness evidenced by the Note. (b) Mortgagor authorizes Mortgagee, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunderthis Mortgage, from time to time: : (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (Intentionally omitted); (ii) to accept from any person or entity and hold additional collateral for the payment of the Obligations Indebtedness or any part thereof, and modify, to exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; ; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Obligations Indebtedness or any part thereof, and discharge, to release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Obligations Indebtedness or any part thereof, and to enforce or refrain from enforcing, enforcing or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; ; (iv) dispose upon an Event of any and all collateral securing the Obligations in its reasonable discretionDefault, as it may deem appropriate, and to direct the order or manner of such the disposition of any and all collateral and the enforcement of any and all endorsements indorsements and guaranties relating to the Obligations Indebtedness or any part thereof as Agent Mortgagee, in its reasonable discretion sole discretion, may determine; ; and (v) subject upon an Event of Default to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise), including, without limitation, . (c) Upon the application existence of payments received from any source an Event of Default with respect to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by any Indebtedness, this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when Mortgage shall remain valid, binding and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: enforceable: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company Mortgagor or any other Guarantor; ; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any GuarantorMortgagor, to any Company Guarantor or to any other person or entity; person; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantor; demand; (iv) without requiring Purchasers or Agent Mortgagee to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, Mortgagor or to any other guaranty or any collateral which Purchasers or Agent Mortgagee may hold; ; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentMortgagee; and and (vi) without requiring notice that any of the Obligations indebtedness has been incurred, extended or continued incurred or of the reliance by any Purchaser or Agent Mortgagee upon this GuarantyMortgage; all of which each Guarantor Mortgagor hereby waives. (cd) Each Guarantor’s obligation hereunder If Mortgagee shall receive from or on behalf of Mortgagor any sum less than the full amount due and payable, Mortgagee may, but shall not be affected by obligated to, accept the same and, if it elects to accept any such payment, it may without waiving any Event of the following, all of which such Guarantor hereby waives: Default: (i) any failure to perfect or continue the perfection of any security interest in or other lien apply such payment on any collateral securing payment of any account of the Obligations Indebtedness or any Guarantor’s obligation amount payable hereunder; , or (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document hold same or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company includingpart thereof, without limitationliability for interest, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor a special account and from time to time apply same or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change part thereof as specified in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses Subsection (i) through (xiv) of this Section 5(c).subsection. Paragraph 18 of the Mortgage shall be deleted in its entirety and replaced with the following:

Certain Rights and Obligations. (a) Each Subject to the terms and conditions set forth herein, each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Preferred Holder may, without notice, demand or make any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its reasonable discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such each Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers or Agent Preferred Holder be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its value. Each Guarantor waives diligence, presentment, protest, marshaling, demand for payment, notice of dishonor, notice of default and notice of nonpayment to or upon the Issuer or any of the other Guarantors with respect to the Guaranteed Obligations. (b) Following Without limiting the occurrence generality of the foregoing, each Guarantor agrees that its obligations under and during in respect of the continuance of an Event of Defaultguarantee contained in this Section 4 shall not be affected by, and upon shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of the Recapitalization Agreement, any Transaction Agreement, any of the Guaranteed Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by Preferred Holder; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Guaranteed Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Transaction Agreements; (iii) any failure, omission or delay in enforcement (by agreement or otherwise), or the stay or enjoining (by court order, operation of law or otherwise) of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Transaction Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any guaranty, agreement, collateral or other security relating thereto; (iv) any change, reorganization or termination of the corporate structure or existence of the Issuer or any other Guarantor or any of their Subsidiaries and any corresponding restructuring of the Guaranteed Obligations; (v) any settlement, compromise, release, subordination or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Guaranteed Obligations; and (vi) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Issuer or any other Guarantor for the Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 4 or of any security interest granted by Agentany Guarantor, whether in an insolvency or liquidation, dissolution or winding up or in any other instance. (c) Except in accordance with the terms and conditions hereof, each Guarantor, jointly and severally, Guarantor hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidits Guaranty hereunder shall be satisfied: (i) without deduction by reason of any setoff, defense (other than paymentthe occurrence of the Guaranty Termination Date) or counterclaim of any Company Issuer or any other Guarantorguarantor of the Guaranteed Obligations; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company Issuer or any other Guarantorguarantor of the Guaranteed Obligations; (iviii) without requiring Purchasers or Agent Preferred Holder to resort first to any Company Issuer (this being a guaranty of payment and not of collection), to any other Guarantorguarantor of the Guaranteed Obligations, or to any other guaranty or any collateral which Purchasers or Agent Preferred Holder may hold; (v) without requiring notice of acceptance hereof ; provided, that, other than upon any insolvency, bankruptcy, dissolution, liquidation or assent hereto by any Purchaser or Agent; and (vi) without requiring notice that any winding up of the Obligations has been incurredIssuer, extended Preferred Holder shall first seek payment from the Issuer for a period of three Business Days beyond any applicable grace period set forth in the Articles Supplementary or continued or of the reliance by any Purchaser or Agent upon Promissory Notes, as applicable, prior to seeking payment under this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent in enforcing its claims against any Company; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent or any Company in connection herewith or any unrelated transaction; (xi) any Purchaser’s or Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s or Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Lenders and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersLenders, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s 's obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Borrower or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Lenders or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Lenders or Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault or Triggering Event, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company the Borrower or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company the Borrower or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company the Borrower or any other Guarantor; (iv) without requiring Purchasers Lenders or Collateral Agent to resort first to any Company the Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Lenders or Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Lender or Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Lender or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s 's obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Borrower including, without limitation, any failure, negligence or omission by any Purchaser Lender or Collateral Agent in enforcing its claims against any Companythe Borrower; (vi) any release, settlement or compromise of any obligation of any Companythe Borrower, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Companythe Borrower, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Companythe Borrower, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserLender, Collateral Agent or any Company the Borrower in connection herewith or any unrelated transaction; (xi) any Purchaser’s Lender's or Collateral Agent’s 's election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s Lender's or Collateral Agent’s 's claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Buyers and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersBuyers, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion may determine; (va) subject sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any collateral for any Obligation or any other guaranty therefor in any manner, (b) receive, take and hold additional collateral to secure any Obligation, (c) add, release or substitute any one or more other Guarantors, makers or endorsers of any Obligation or any part thereof and (d) otherwise deal in any manner with the terms Company and any other Guarantor, maker or endorser of any Obligation or any part thereof; (vi) settle, release, compromise, collect or otherwise liquidate the Notes, Obligations; (vii) determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Buyers might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and; (viviii) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; (a) modify, amend, supplement or otherwise change, (b) accelerate or otherwise change the time of payment, or (c) waive or otherwise consent to noncompliance with any Obligation or any Transaction Document pursuant to the terms thereof; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Buyers or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Buyers or Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers Buyers or Collateral Agent to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Buyers or Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Buyer or Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Buyer or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser Buyer or Collateral Agent in enforcing its claims against any the Company; (vi) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserBuyer, Agent Collateral Agent, the Company, any other Guarantor or any Company guarantor in connection herewith or any unrelated transaction; (xi) any PurchaserBuyer’s or Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserBuyer’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay workout, insolvency, bankruptcy, proceeding, reorganization, arrangement, liquidation or extension of time for payment dissolution by any Company or against the Company, any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; orof the Company’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Obligation (or any interest thereon) in or as a result of any such proceeding; (xv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxvi) of this Section 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Lenders and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersLenders, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s 's obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Borrower or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable sole discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Lenders or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Lenders or Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault or Triggering Event, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company the Borrower or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company the Borrower or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company the Borrower or any other Guarantor; (iv) without requiring Purchasers Lenders or Collateral Agent to resort first to any Company the Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers Lenders or Collateral Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Lender or Collateral Agent; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Lender or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s 's obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s 's obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Borrower including, without limitation, any failure, negligence or omission by any Purchaser Lender or Collateral Agent in enforcing its claims against any Companythe Borrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor the Borrower or any other guarantor of the ObligationsGuarantor; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, the Borrower or any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor the Borrower or any other guarantor of the ObligationsGuarantor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserLender, Collateral Agent or any Company the Borrower in connection herewith or any unrelated transaction; (xi) any Purchaser’s Lender's or Collateral Agent’s 's election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any Purchaser’s Lender's or Collateral Agent’s 's claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers Lenders and Collateral Agent, for its benefit and as collateral agent for the benefit of PurchasersLenders, may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any Company the Borrower or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or person or entity; (iv) dispose of any and all collateral securing the Obligations in any manner as the Collateral Agent, in its reasonable discretionsole discretion (or upon the instruction of the Requisite Lenders), as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Collateral Agent in its reasonable sole discretion (or upon the instruction of the Requisite Lenders) may determine; (v) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Collateral Agent, in its sole discretiondiscretion (or upon the instruction of the Requisite Lenders), may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall Purchasers Lenders or Collateral Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers Lenders or Collateral Agent having sold any security at less than its value. (b) Following the occurrence and during the continuance of an Event of DefaultDefault or a Triggering Event, and upon demand by AgentCollateral Agent (provided that the Collateral Agent shall make such demand at the request of the Requisite Lenders), each Guarantor, jointly and severally, Guarantor hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaidprovided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any Company or any other Guarantorthe Borrower; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any Company the Borrower or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Company or any other Guarantorthe Borrower; (iv) without requiring Purchasers or Agent to resort first to any Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent may hold; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser Lender or Collateral Agent; and (viv) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser Lender or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any Company the Borrower including, without limitation, any failure, negligence or omission by any Purchaser Lender or Collateral Agent in enforcing its claims against any Companythe Borrower; (vi) any release, settlement or compromise of any obligation of any Company, any other Guarantor the Borrower or any other guarantor of the Obligations; (vii) the invalidity or unenforceability of any of the Obligations; (viii) any change of ownership of any Company, any other Guarantor the Borrower or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any Company, any other Guarantor the Borrower or any other guarantor of the Obligations; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (x) the existence of any claim, setoff or other rights which the Guarantor, any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any PurchaserLender, Collateral Agent or any Company the Borrower in connection herewith or any unrelated transaction; (xi) any PurchaserLender’s or Collateral Agent’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xii) any use of cash collateral, or grant of a security interest by any Companythe Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiii) the disallowance of all or any portion of any of any PurchaserLender’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xiv) any stay or extension of time for payment by any Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its his obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xivxiii) of this Section subsection 5(c).

Certain Rights and Obligations. (a) Each Guarantor acknowledges and agrees that Purchasers and Agent, for its benefit and as agent for the benefit of Purchasers, Holders may, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time: (i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to any the Company or others; (ii) accept from any person or entity and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) accept and hold any endorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such endorser or guarantor, or discharge, release or compromise any Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other person or entity in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or person or entity; (iviii) dispose of any and all collateral securing the Obligations in its reasonable discretion, as it may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent Holders in its reasonable their sole discretion may determine; (viv) subject to the terms of the Notes, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Purchasers Holders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (viv) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as AgentHolders, in its their sole discretion, may deem appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and ; provided any such sale was conducted in no case shall Purchasers or Agent be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with Purchasers or Agent having sold any security at less than its valuea commercially reasonable manner (to the extent required under applicable law). (b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agentany Holder, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of any the Company or any other Guarantor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to any the Company or to any other person or entity; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of any the Company or any other Guarantor; (iv) without requiring Purchasers or Agent Holders to resort first to any the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Purchasers or Agent may holdguaranty; (v) without requiring notice of acceptance hereof or assent hereto by any Purchaser or AgentHolder; and (vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by any Purchaser or Agent Holder upon this Guaranty; all of which each Guarantor hereby waives. (c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of a Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of any the Company including, without limitation, any failure, negligence or omission by any Purchaser or Agent Holder in enforcing its claims against any the Company; (viii) any release, settlement or compromise of any obligation of any the Company, any other Guarantor or any other guarantor of the Obligations; (viiiii) the invalidity or unenforceability of any of the Obligations; (viiiiv) any change of ownership of any the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of any the Company, any other Guarantor or any other guarantor of the Obligations; (ixv) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (xvi) the existence of any claim, setoff or other rights which the Guarantor, any Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against any Purchaser, Agent Holder or any the Company in connection herewith or any unrelated transaction; (xivii) any Purchaser’s or AgentHolder’s election in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (xiiviii) any use of cash collateral, or grant of a security interest by any Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; (xiiiix) the disallowance of all or any portion of any of any Purchaser’s or AgentHolder’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; (xivx) any stay or extension of time for payment by any the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or (xvxi) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).