Common use of Counterparts; Effectiveness; Several Agreement Clause in Contracts

Counterparts; Effectiveness; Several Agreement. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of this Guaranty by email or other electronic (including in “.pdf” or “.tif” format) means shall be effective as delivery of a manually executed counterpart of this Guaranty. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty may Any notice required or permitted to be executed given under this Agreement shall be given in counterparts (accordance with Section 10.01 of the Second Lien Credit Agreement. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under the Second Lien Credit Agreement shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement, the Second Lien Credit Agreement and the Intercreditor Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by different parties hereto in different counterparts)any of such covenants, each the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of which shall constitute a Default or an original, but all Event of which when Default if such action is taken together shall constitute a single contractor condition exists. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter Agreement shall be binding upon and inure to the benefit of each Guarantor the Collateral Agent and the Administrative Agent, the Lenders Grantors and their respective successors and permitted assigns. Except as provided in the Intercreditor Agreement, subject to Section 4.04no Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Second Lien Credit Agreement, assign any right, duty or obligation hereunder. Delivery of an executed counterpart of a signature page of this Guaranty by email or other electronic (including in “.pdf” or “.tif” format) means shall be effective as delivery of a manually executed counterpart of this Guaranty. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty This Agreement , the Intercreditor Agreement and the transactions contemplated hereby shall be deemed Second Lien Credit Agreement embody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to include electronic signaturesthe subject matter hereof and thereof. Accordingly, the electronic matching Second Lien Credit Agreement may not be contradicted by evidence of assignment terms prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records different parties hereto in electronic formseparate counterparts, each of which when so executed and delivered shall be of deemed an original, but all such counterparts together shall constitute but one and the same legal effect, validity or enforceability as instrument; signature pages may be detached from multiple separate counterparts and attached to a manually executed single counterpart so that all signature or the use of a paper-based recordkeeping system, as the case may be, pages are physically attached to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereundersame document.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty Agreement shall become effective when it shall have been executed by the Guarantors party hereto and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and Guarantor, the Administrative Agent, the Lenders other Secured Parties and their respective permitted successors and permitted assigns, subject to Section 4.044.04 hereof. Delivery of an executed counterpart of a signature page of this Guaranty Agreement by email telecopy or other electronic imaging means (including in “.pdf” .pdf or “.tif” format.tif format via electronic mail) means shall be effective as delivery of a manually executed counterpart of this GuarantyAgreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, amended and restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty Agreement and the transactions contemplated hereby or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawLaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Guarantee may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty Guarantee shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative AgentGuarantor, the Lenders Agent and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of this Guaranty Guarantee by email or other electronic (including in “.pdf” or “.tif” format) means shall be effective as delivery of a manually executed counterpart of this GuarantyGuarantee. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty Guarantee and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty Guarantee shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile transmission or other electronic communication (including in “.pdf” or “.tif” formatfiles) means shall be as effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words This Agreement may be in the form of an electronic record and may be executed using electronic signatures (including, without limitation, facsimile and a “execute,” “execution,” “signed,” “signature,” pdf”) and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include electronic signaturesconsidered an original, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of have the same legal effect, validity or and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America of a manually signed paper communication which has been converted into electronic form (such as scanned into “pdf” format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed signature on behalf of such Grantor shall have been delivered to the Bridge Collateral Agent and a counterpart hereof shall have been executed on behalf of the Bridge Collateral Agent, and thereafter shall be binding upon such Grantor and the Bridge Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Bridge Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Bridge Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itCredit Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty , and shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04as provided in this Section. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email or other electronic (including in “.pdf” or “.tif” format) means facsimile transmission shall be as effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related This Agreement shall become effective (i) as to any document Indenture Party when a counterpart hereof executed on behalf of such Indenture Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent and (ii) as to any Designated Pari Passu Obligations Secured Party when an Accession Agreement executed on behalf of such Designated Pari Passu Obligations Secured Party shall have been delivered to the Collateral Agent and such Accession Agreement shall have been executed on behalf of the Collateral Agent. Thereafter this Agreement shall be signed in connection with this Guaranty binding upon such Indenture Party of Designated Pari Passu Obligations Secured Party and the transactions contemplated hereby Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Indenture Party, Designated Pari Passu Obligations Secured Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Indenture Party or Designated Pari Passu Obligations Secured Party shall have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved void) except as expressly contemplated by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itthis Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Indenture Party or Designated Pari Passu Obligations Secured Party and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Indenture Party without the approval of any other Guarantor Indenture Party or Designated Pari Passu Obligations Secured Party and without affecting the obligations of any other Guarantor Indenture Party or Designated Pari Passu Obligations Secured Party hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in on different counterpartscounter- parts), each of which shall constitute an original, original but all of which when taken together shall constitute consti- tute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby Agree- ment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Agreement shall become effectiveas to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the contrary First Lien Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative First Lien Collateral Agent, and thereafter shall be binding upon such Guarantor and the First Lien Collateral Agent is under and their respective permitted successors and as- signs, and shall inure to the benefit of such Guarantor, the First Lien Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no obligation Guarantor shall have the right to agree to accept electronic signatures assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in any form or in any format unless expressly agreed to by this Agreement and the Administrative Agent pursuant to procedures approved by itFirst Lien Credit Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other Guaranteed Parties and their respective successors and assigns, except that no Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder. The words “executeexecution,” “execution,” execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of this Guaranty Agreement or any Additional Pari Passu Joinder Agreement by email telecopy, emailed pdf. or any other electronic (including in “.pdf” or “.tif” format) means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this GuarantyAgreement or such or any Additional Pari Passu Joinder Agreement. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Guaranty Agreement and the transactions contemplated hereby shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to . Without limiting the contrary generality of the Administrative Agent is under no obligation to agree to accept foregoing, the Pledgor hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Pledgor and any Secured Parties, electronic signatures images of this Agreement or any or any Additional Pari Passu Joinder Agreement (in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amendedcase, restated, modified, supplemented, waived or released including with respect to any Guarantor without signature pages thereto) shall have the approval same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of any Covered Documents based solely on the lack of paper original copies of any Covered Documents, including with respect to any signature pages thereto. This Agreement shall become effective as to each party hereto when a counterpart hereof executed on behalf of each of the parties hereto shall have been delivered to the Collateral Agent, and thereafter shall be binding upon each party hereto and their respective permitted successors and assigns, and shall inure to the benefit of the Pledgor, the Collateral Agent and the other Guarantor Secured Parties and without affecting their respective permitted successors and assigns, except that the Pledgor shall not have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Covered Documents (it being understood and agreed that any assignee or transferee of the Pledgor pursuant to a transaction permitted by Section 7.6 of the Revolving Credit Agreement, Section 7.3 of the Term Credit Agreement and Section 901 of the Initial Notes Indenture and not otherwise prohibited by the Covered Documents shall be permitted so long as such Person assumes all of the obligations of any other Guarantor hereunderthe Pledgor hereunder and reaffirms the pledge granted hereby on terms reasonably satisfactory to the Collateral Agent).

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Guaranty Agreement shall become effective as to any Grantor when it a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed by on behalf of the Guarantors and the Administrative Agent Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of each Guarantor such Grantor, the Collateral Agent and the Administrative Agent, the Lenders other Secured Parties and their respective successors and permitted assigns, subject except that no Grantor shall have the right to Section 4.04. Delivery of an executed counterpart of a signature page of this Guaranty by email assign or other electronic transfer its rights or obligations hereunder or any interest herein or in the Collateral (including in “.pdf” and any such assignment or “.tif” format) means transfer shall be effective void) except as delivery of a manually executed counterpart of expressly contemplated by this Guaranty. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, Agreement or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itIndenture. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder. In any action or proceeding involving any state, provincial or foreign corporate law, or any federal, state, provincial or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Grantor under this Agreement would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Grantor’s liability under this Agreement, then, notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action by the Grantors or the Collateral Agent, be automatically limited and reduced to the maximum amount that can be hereby incurred without rendering such obligations avoidable, invalid or unenforceable. The provisions set forth in the immediately preceding sentence are intended solely to preserve the rights of the Collateral Agent and the Secured Parties to the maximum extent not subject to avoidance under applicable law, and no Grantor nor any other person or entity shall have any right or claim under this Section 6.06 with respect to such maximum liability, except to the extent necessary so that the obligations of any Grantor hereunder shall not be rendered voidable under applicable law. Each Grantor agrees that the Secured Obligations may at any time and from time to time exceed such maximum liability of each Grantor without impairing this Agreement or affecting the rights and remedies of the Collateral Agent and the Secured Parties hereunder, provided that nothing in this sentence shall be construed to increase any Grantor’s obligations hereunder beyond its maximum liability.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile transmission or other electronic communication (including in “.pdf” .pdf “ or “.tif” formatfiles) means shall be as effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “execute,” “execution,” “signed,” “signature,” and words of like similar import in this Agreement or related to any document to be signed notice, certificate, document, agreement or instrument in connection with this Guaranty and the transactions contemplated hereby respect thereof shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or digital signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or and enforceability as a manually executed signature signatures or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any under applicable law, including the Federal Electronic Signatures in Global and National Commerce ActAct of 2000, the New York State Electronic Signatures and Records ActAct of 1999, or any other similar state laws Laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Agreement shall become effective as to the contrary any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent pursuant and their respective permitted successors and assigns, and shall inure to procedures approved the benefit of such Guarantor, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by itthis Agreement or the Credit Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “executeexecution,” “execution,” execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Agreement shall become effective when a counterpart hereof executed on behalf of such Grantor and shall have been delivered to the contrary Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty Collateral Agent, and thereafter shall be construed binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as a separate agreement with respect to each Guarantor expressly provided in this Agreement and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunderNote Purchase Agreement. SECTION 5.07.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile transmission or other electronic communication (including in “.pdf” or “.tif” formatfiles) means shall be as effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “execute,” “execution,” “signed,” “signature,” and words of like similar import in this Agreement or related to any document to be signed notice, certificate, document, agreement or instrument in connection with this Guaranty and the transactions contemplated hereby respect thereof shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or digital signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or and enforceability as a manually executed signature signatures or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any under applicable law, including the Federal Electronic Signatures in Global and National Commerce ActAct of 2000, the New York State Electronic Signatures and Records ActAct of 1999, or any other similar state laws Laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the contrary Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent is under and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no obligation Grantor shall have the right to agree to accept electronic signatures in assign or transfer its rights or obligations hereunder or any form interest herein or in the Collateral (and any format unless such assignment or transfer shall be void) except as expressly agreed to contemplated by this Agreement or the Administrative Agent pursuant to procedures approved by itCredit Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be as effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to this Agreement or any other document to be signed in connection with this Guaranty Joinder and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Collateral Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Collateral Agent pursuant to procedures approved by it. This Guaranty Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Creditors and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “executeexecution,” “execution,” execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Agreement shall become effective when a counterpart hereof executed on behalf of such Grantor and shall have been delivered to the contrary Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty Collateral Agent, and thereafter shall be construed binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as a separate agreement with respect to each Guarantor expressly provided in this Agreement and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunderCredit Agreement. SECTION 5.07.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) imaging means shall be effective as delivery of a manually executed counterpart of this GuarantyGuaranty Agreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawLaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Guaranty Agreement and the other Loan Documents constitute the entire contract among the parties relating to the contrary subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to subject matter hereof. This Guaranty Agreement shall become effective when it shall have been executed by the Administrative Agent pursuant and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and thereafter shall be binding upon each party hereto, the Administrative Agent and their respective permitted successors and assigns, and shall inure to procedures approved the benefit of such parties, the Administrative Agent and the other Guaranteed Parties and their respective successors and assigns, except that no party hereto shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by itthis Guaranty Agreement or the Credit Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Loan Party and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Loan Party without the approval of any other Guarantor Loan Party and without affecting the obligations of any other Guarantor Loan Party hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agree- ment may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby Agree- ment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the contrary First Lien Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative First Lien Collateral Agent, and thereafter shall be binding upon such Grantor and the First Lien Collateral Agent is under and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the First Lien Collateral Agentand the other Secured Parties and their respective successors and assigns, except that no obligation Grantor shall have the right to agree to accept electronic signatures assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in any form or in any format unless expressly agreed to by this Agreement and the Administrative Agent pursuant to procedures approved by itFirst Lien Credit Agreement. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Gran- tor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Gran- tor hereunder.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email or other electronic (including in “.pdf” or “.tif” format) means telecopy shall be as effective as delivery of a manually executed counterpart of this GuarantyAgreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related This Agreement shall become effective as to any document Loan Group Party when a counterpart hereof executed on behalf of such Loan Group Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be signed in connection with this Guaranty binding upon such Loan Group Party and the transactions contemplated hereby Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Group Party, the Collateral Agent, the other Secured Parties and the Cyprus Amax Noteholders and their respective permitted successors and assigns, except that no Loan Group Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved void) except as expressly contemplated by the Administrative Agent, this Agreement or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itCredit Agreements. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor Loan Group Party and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor Loan Group Party without the approval of any other Guarantor Loan Group Party and without affecting the obligations of any other Guarantor Loan Group Party hereunder. Except as otherwise provided herein or in the Credit Agreements, this Agreement shall also be construed as a separate agreement with respect to each of the “Obligations” referred to in the definition of Loan Group Document Obligations and may be amended, modified, supplemented, waived, terminated or released with respect to either of such Obligations without the approval of holders of such other Obligations and without affecting the obligations of any Loan Group Party with respect to such other Obligations.

Counterparts; Effectiveness; Several Agreement. This Guaranty Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, original but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04. Delivery of an executed counterpart of a signature page of to this Guaranty Agreement by email facsimile or other electronic (including in “.pdf” or “.tif” format) means transmission shall be effective as delivery of a manually executed signed counterpart of this GuarantyAgreement. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other Guaranteed Parties and their respective successors and assigns, except that no Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder. The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.