Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, or enforceability of this Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or and the Guarantor, on the one hand, and the Agent Lender and the LendersBorrowers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by any Borrower the Borrowers against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers any Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any a Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Agent and the LendersLender, and their its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrowers, individually or collectively, may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender Bank upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers ESOP or the Guarantor, on the one hand, and the Agent and the LendersBank, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the ESOP or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this the Loan Agreement, the Term Note, the Pledge Agreement, or any other Basic Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderBank, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the ESOP against the Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers ESOP or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the ESOP for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the ESOP or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender Bank to pursue such other rights or remedies or to collect any payments from any Borrower the ESOP or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the ESOP or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Bank against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor Borrower waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this guaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers Term Loan Borrower or the GuarantorForeign Subsidiary Borrowers and the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Term Loan Borrower or the Guarantor Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The obligations of the Guarantor under this This Section 10 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Term Loan Borrower or the Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, (c) any law, regulation, decree or order of any jurisdiction, or any other event, affecting the Obligations or any Lender’s rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a nonDollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (cii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under the Obligations; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Term Loan Borrower or the Foreign Subsidiary Borrowers or the GuarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Term Loan Borrower or the Foreign Subsidiary Borrowers for the Obligations, or of the Guarantor Borrower under this AgreementSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorBorrower, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Term Loan Borrower or the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Term Loan Borrower or the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. The obligations of the Guarantor under this Agreement This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Borrower and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor Borrower under this Guarantee Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Term Loan Borrower or the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Credit Agreement or any Note, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Secured Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Loan Agreement, any Note or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Secured Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersLender, and their its respective successors, indorsees, transferees and assigns, until all the Secured Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Company or the Guarantor, on the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any Borrower or of the Guarantor Guarantors with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Term Loan Agreement, the Notes, any of the other Credit Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Company for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Term Loan Agreement the Borrowers Company may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; the Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended annexed or waived, in reliance upon the obligations of the Guarantor under this Agreement; Guarantee, and all dealings between the Borrowers Company or any of the Guarantor, on the one hand, Guarantors and the Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any Borrower or of the Guarantor Guarantors with respect to the ObligationsObligations or this Guarantee. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following) (a) the validity, regularity or enforceability of this the Revolving Credit Agreement, the Revolving Notes, the Swing Line Note, the Standby Letters of Credit, any of the other Credit Documents, any of the Obligations or any other collateral security therefor therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Company against the Agent or any Lender, or (c) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Credit Documents or any other instrument or agreement applicable to any of the parties to such agreements, or any furnishing or acceptance of additional security, or any release of, exchange or action with respect to any security, for the obligations of the Company under the Credit Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any obligation or liability contained therein or any failure to mitigate damages under any Credit Document or any waiver of any such right, remedy, power or privilege or any failure to give any notice (including notice of an Event of Default) to any Credit Party; (e) any extension of time for payment of any Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Credit Document, or the extension or the renewal of any thereof; and (f) any other law, rule, regulation, event, condition or circumstance whatsoever (with or without notice to or knowledge of the Borrowers Company or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Company for the Obligations, or of the such Guarantor under this AgreementGuarantee (or of a guarantor or surety in general), in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in full full, no Standby Letter of Credit shall remain outstanding or not fully cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Revolving Credit Agreement the Borrowers Company may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement guarantee contained in Section 2 or acceptance of this guaranteethe guarantee contained in Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreementguarantee contain in Section 2; and all dealings between the Borrowers or the any Guarantor, on the one hand, and the Agent and the LendersLender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreementguarantee contained in Section 2. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this guarantee contained in Section 10 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- off setoff or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by the Borrowers or any Borrower other Person against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Borrowers from the Obligations, or of any or all of the Guarantor Guarantors under this Agreementthe guarantee contained in Section 2, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or Lender to make any Lender such demand, to pursue such other rights or remedies or to collect any payments from any Borrower the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the any Guarantor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between each Borrower and the Borrowers or the GuarantorGuarantors, on the one hand, and the Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any each Borrower or the any Guarantor with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by any Borrower the Borrowers against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the any Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the any Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Agent Lender and the Lenders, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives (to the extent permitted by applicable law) any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Agent and the LendersLender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives (to the extent permitted by applicable law) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives Guarantors waive any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings dealings, between the Borrowers Borrower or the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or of upon any the Borrower or the Guarantor Guarantors with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor Guarantors under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the a Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunderhere-under, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenderslenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor Guarantors under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Subsidiary Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or any of the Guarantor, on the one hand, Subsidiary Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor Subsidiary Guarantors with respect to the Obligations. The obligations of the Each Subsidiary Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Subsidiary Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the such Subsidiary Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.. 110

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Administrative Agent, any Other Representative or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Agent Administrative Agent, the Other Representatives and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of To the Guarantor under extent permitted by law, this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, any Other Representative or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent Administrative Agent, any Other Representative or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) (other than payment in full of the Obligations) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent Administrative Agent, any Other Representative and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Administrative Agent, any Other Representative or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent Administrative Agent, any Other Representative or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent Administrative Agent, the Other Representatives and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the payment in full of the Notes, the Reimbursement Obligations, the other Obligations then due and owing and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full then due and owing, the termination of the Commitments and the Commitments shall be terminatedexpiration, termination or return to the Issuing Lender of the Letters of Credit, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations, upon the occurrence of all of which this Guarantee shall, subject to paragraph 7 hereof, terminate.

Guarantee Absolute and Unconditional. The Guarantor waives any ------------------------------------ and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Administrative Agent, any Other Representative or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Agent Administrative Agent, the Other Representatives and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of To the Guarantor under extent permitted by law, this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, any Other Representative or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent Administrative Agent, any Other Representative or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) (other than payment in full of the Obligations) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent Administrative Agent, any Other Representative and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Administrative Agent, any Other Representative or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent Administrative Agent, any Other Representative or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent Administrative Agent, the Other Representatives and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the payment in full of the Notes, the Reimbursement Obligations, the other Obligations then due and owing and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full then due and owing, the termination of the Commitments and the Commitments shall be terminatedexpiration, termination or return to the Issuing Lender of the Letters of Credit, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations, upon the occurrence of all of which this Guarantee shall, subject to paragraph 7 hereof, terminate.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any 5 5 Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers any Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers any Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender XxXxxxxxxx upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or ASG and the Guarantor, on the one hand, and the Agent and the LendersXxXxxxxxxx, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Except as expressly stated herein, the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the XxXxxxxxxx Principal Share Purchase and Voting Agreement, any other document, instrument or agreement relating to the Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderXxXxxxxxxx, (b) any defense, set- off defense or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower ASG against the Agent or any LenderXxXxxxxxxx, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers ASG or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower ASG for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Mexican Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Mexican Borrowers or any Borrower or the Guarantor other guarantor with respect to the Mexican Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Credit Agreement or any Note, any of the Mexican Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Mexican Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Mexican Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Mexican Borrower or any other Person or against any collateral security or guarantee for the Mexican Obligations (including, without limitation, the guarantee of the US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Mexican Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers any Mexican Borrower may be free from any Mexican Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension extension, amendment, variation, waiver or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender Secured Parties upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; the Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, varied or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or the any Obligor and Guarantor, on the one hand, and the Agent and the Lenders, Guaranteed Parties on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the obligations of extent permitted by Applicable Law, the Guarantor under this Agreementwaives all defenses of a surety or guarantor to which it may be entitled by statute or otherwise. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower Obligor or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementany Guaranteed Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Security Trustee or any Lenderother Person, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower Obligor against the Agent Security Trustee or any Lenderother Person, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers any Obligor or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower Obligor for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance), (d) any change in the ownership of any Obligor or any merger or consolidation of any Obligor into any other Person, (e) any sale, transfer or disposal, by any Obligor, of all, or substantially all, of its assets, (f) any change in Borrower under, or with respect to, the Aircraft, the Credit or the Note as contemplated in the Operative Documents, or (g) any failure by either Obligor to comply with any of the terms of any Operative Document or the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender each Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower Obligor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender a Guaranteed Party to pursue such other rights or remedies or to collect any payments from any Borrower Obligor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower Obligor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Guaranteed Parties against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and Guaranteed Parties, each of the Lenders, other Secured Parties and their respective successors, indorseessuccessors and permitted endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender Buyer upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Sellers and the Guarantor, on the one hand, and the Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Sellers or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Repurchase Agreement or any other Repurchase Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderBuyer, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Sellers against the Agent or any LenderBuyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Sellers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Sellers for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Sellers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset setoff with respect thereto, and any failure by the Agent or any Lender Buyer to pursue such other rights or remedies or to collect any payments from any Borrower the Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Sellers or any such other Person or of any such collateral security, guarantee or right of offsetsetoff, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Buyer against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersBuyer, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and have been satisfied or the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender IXIS upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; the ObligationsGuarantee, and any creation, renewal extension or accrual of themany of the Obligations, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Sellers and the Guarantor, on the one hand, and the Agent IXIS and the LendersSellers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Sellers or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection without regard to (a) the validity, regularity or enforceability of this the Repurchase Agreement, the Custodial Agreement, or any other document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderIXIS, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Sellers against the Agent or any LenderIXIS, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Sellers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Sellers from the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender IXIS may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Sellers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, thereto and any failure by the Agent or any Lender IXIS to pursue such other rights or remedies or to collect any payments from any Borrower the Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Sellers or any such other Person or of any such collateral security, guarantee or right of offset, offset shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender IXIS against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersIXIS, and their its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by complete performance and payment in full and the Commitments Agreements shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement Agreements, the Borrowers Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any understands and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under agrees that this Agreement or acceptance of this guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collection) without regard to (a) the validity, or enforceability of this Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- off setoff or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Subsidiary against any Borrower Beneficiary, (b) the validity or enforceability of any Relevant Document against the Agent or any LenderSubsidiary, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of the Borrowers Subsidiary or the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Subsidiary for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instanceinstance (other than a discharge of such Obligations through payment or performance). When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Subsidiary or any other Person person or entity or against any collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure feature by the Agent or any Lender Beneficiary to pursue such other rights or remedies or to collect any payments from any Borrower the Subsidiary or any such other Person person or entity or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of any Borrower the Subsidiary or any such other Person person or of entity or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Beneficiary against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersBeneficiaries, and their respective successors, indorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment and performance in full full. The Guarantor further agrees to pay all expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by the Commitments shall be terminatedBeneficiaries in enforcing any rights with respect to, notwithstanding that from time to time during the term or collecting, any or all of the Credit Agreement Obligations and/or enforcing any rights with respect to, or collecting against, the Borrowers may be free from any ObligationsGuarantor under this Guarantee.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent Trustee or any Lender the Holders upon this Guarantee, the obligations of the Guarantor under this Agreement or acceptance of this guarantee; the Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Issuers and the Guarantor, on the one hand, and the Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or the Guarantor with respect to the Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Indenture or any of the Securities, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Trustee or any Lenderthe Holders, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Company against the Agent Trustee or any Lenderthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of the Borrowers Company or the such Guarantor) which constitutesconstitute, or might be construed to constitute, an equitable or legal discharge of any Borrower the Company for the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent Trustee or any Lender the Holders to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as on a matter of law, of the Agent or any Lender Trustee and/or the Holders against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersTrustee, and their respective its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of the Credit Agreement Indenture the Borrowers Company may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any ------------------------------------ and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and among the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementany of the Financing Agreements, any Note or any other Guarantor Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Lenders against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of the Credit any individual Financing Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations guaranteed by such Guarantor, and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guaranty or acceptance of this guaranteeGuaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuaranty; and all dealings between the Borrowers or any of the Guarantor, on the one hand, other Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuaranty. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any Borrower or of the Guarantor other Guarantors with respect to the ObligationsObligations guaranteed by such Guarantor. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Credit Document, any Swap Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrowers, any Borrower of the other Guarantors or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the such other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the any Guarantor under this AgreementGuaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the such Guarantor. The obligations of the Guarantor under this Agreement This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee Guaranty shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agents, the Paying Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Administrative Agents, the Paying Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Term Loan Agreement or any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agents, the Paying Agent or any Lender, (b) any defense, set- off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agents, the Paying Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for from the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agents, the Paying Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Administrative Agents or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower the Borrower, Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrower, Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agents, the Paying Agent or any Lender against the Guarantor. The obligations For the purposes hereof "demand" shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension creation or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Lender PBGC upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or WHX and the Guarantor, on the one hand, and the Agent and the LendersPBGC, on the otherother hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower WHX or the Guarantor with respect to the any Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Settlement Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderPBGC, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower WHX against the Agent or any LenderPBGC, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers WHX or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of WHX for any Borrower for the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender PBGC may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower WHX or any other Person or against any collateral security or guarantee for the any Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender PBGC to pursue such other rights or remedies or to collect any payments from any Borrower WHX or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower WHX or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender PBGC against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors his heirs, distributees, executors, administrators and assigns thereoflegal and personal representatives, and shall inure to the benefit of the Agent PBGC and the Lenders, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations Guaranteed Obligations, and notice of or proof of reliance by the Agent Trustee or any Lender the Holders upon this Guarantee, the obligations of the Guarantor under this Agreement or acceptance of this guarantee; the Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Issuers and the Guarantor, on the one hand, and the Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Issuers or the Guarantor with respect to the Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Indenture or any of the Senior Subordinated Notes, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Trustee or any Lenderthe Holders, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Issuers against the Agent Trustee or any Lenderthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of the Borrowers Issuers or the such Guarantor) which constitutesconstitute, or might be construed to constitute, an equitable or legal discharge of any Borrower the Issuers for the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any Borrower the Issuers or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent Trustee or any Lender the Holders to pursue such other rights or remedies or to collect any payments from any Borrower the Issuers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Issuers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Trustee and/or the Holders against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersTrustee, and their respective its successors, indorsees, transferees and assigns, and the Holders from time to time of the Senior Subordinated Notes until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of the Credit Agreement Indenture the Borrowers Issuers may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the any other Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or the Borrower, any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.any

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension extension, increase or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender Guaranteed Party upon the obligations of the Guarantor under this Agreement or acceptance of this guaranteeAgreement; the ObligationsObligations and the Loan Documents, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, increased, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment payment, notice of acceleration, notice of intent to accelerate, and notice of default or nonpayment to or upon any the Borrower or the Guarantor any other guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderGuaranteed Party, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any LenderGuaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender Guaranteed Party to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any Amended and Restated Guaranty Agreement Mat-Rx Development, L.L.C. 7 liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any of the Agent or any Lender Guaranteed Parties against the Guarantor. The obligations of the Guarantor under this This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Agent and the LendersGuaranteed Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Loan Agreement, or any Ancillary Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsin cash.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, hand and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Borrower Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this the Credit Agreement, the Forbearance Agreement, the Additional Loan Documents or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Borrower Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower Corporate Guarantor, any other guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Borrower Corporate Guarantor, any other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Borrower Corporate Guarantor, any other guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations For the purposes hereof "demand" shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or any of the GuarantorGuarantors, on the one hand, and the Collateral Agent, the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the any other Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performanceperformance or release as a result of the occurrence of the Release Date) which may at any time be available to or be asserted by any the Borrower against the Collateral Agent, the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Collateral Agent, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any Borrower other Guarantor, or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Borrower other Guarantor, or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the Administrative Agent or any Lender against the any Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each of the Guarantor Guarantors and its successors and assigns thereof, and shall inure to the benefit of the Collateral Agent, the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the such Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, subject to the provisions of Sections 2(e) and (f) and notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.. No Guarantor shall be released from its obligations under this Guarantee because of

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Limited Guarantee or acceptance of this guarantee; Limited Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementLimited Guarantee; and all dealings between the Borrowers or Borrower and the GuarantorGuarantors, on the one hand, and the Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementLimited Guarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the any Guarantor with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Limited Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, subject to Section 12, without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Term Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the any Guarantor under this AgreementLimited Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the any Guarantor. The obligations of the Guarantor under this Agreement This Limited Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Agent Lender and the Lenders, and their respective its successors, indorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments Term Loan Commitment shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any of the Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives Guarantors waive (i) any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and Obligations, (ii) notice of or proof of reliance by the Agent or any Lender Party upon the obligations of the Guarantor under this Agreement or Guarantee and (iii) acceptance of this guarantee; Guarantee by any Lender Party. Each of the Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all Guarantee. All dealings between the Borrowers or and the GuarantorGuarantors, on the one hand, and the Agent each Lender Party and the LendersBorrowers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or the Guarantor Guarantors with respect to the Obligations. The obligations of the Guarantor under Guarantors understand and agree that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderLender Party, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrowers against any Borrower against the Agent or any LenderLender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers any Borrower or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor Guarantors under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Agent and any Lender Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any such Lender Party to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any such Lender Party against the GuarantorGuarantors. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each of the Guarantor Guarantors and its respective successors and assigns thereofassigns, and shall inure to the benefit of the Agent and the Lenderseach Lender Party, and their its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor Guarantors under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrowers, individually or collectively, may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent Trustee or any Lender the Holders upon this Guarantee, the obligations of the Guarantor under this Agreement or acceptance of this guarantee; the Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Issuers and the Guarantor, on the one hand, and the Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or the Guarantor with respect to the Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Indenture, the Intercreditor Agreement, the Collateral Documents or any of the Securities, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Trustee or any Lenderthe Holders, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Company against the Agent Trustee or any Lenderthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of the Borrowers Company or the such Guarantor) which constitutesconstitute, or might be construed to constitute, an equitable or legal discharge of any Borrower the Company for the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent Trustee or any Lender the Holders to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as on a matter of law, of the Agent or any Lender Trustee and/or the Holders against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersTrustee, and their respective its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of the Credit Agreement Indenture the Borrowers Company may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. The Guarantor ------------------------------------ waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender the Participants upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Lessor and the Guarantor, on the one hand, and the Agent and the LendersAgent, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Lessor or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe obligations of the Lessee or the Guarantor under the Lease or any other Operative Document, or of the Lessor under any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderAgent, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Lessor or the Lessee against the Agent or any LenderAgent, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Lessor, the Lessee or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Lessor for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Lessor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Lessor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Lessor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Agent and the LendersAgent, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of the Credit Agreement Lease the Borrowers Lessor may be free from any Obligations., but subject to Section 2 hereof. ---------

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Administrative Agent, the Issuing Bank or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this guaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent Administrative Agent, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or and the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other documents executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, the Issuing Bank or any Lender, (b) any defense, set- off set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Guarantor against the Agent Administrative Agent, the Issuing Bank or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent Administrative Agent, the Issuing Bank and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Administrative Agent, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent Administrative Agent, the Issuing Bank or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Agent Administrative Agent, the Issuing Bank and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 72 obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment in full the occurrence of the Termination Date, and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and any of the GuarantorGuarantors, on the one hand, and the Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor Guarantors with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the such Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or HCLP and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower HCLP or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower HCLP against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers HCLP or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower HCLP for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower HCLP or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower HCLP or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower HCLP or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers HCLP may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Subsidiary Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or any of the Guarantor, on the one hand, Subsidiary Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor Subsidiary Guarantors with respect to the Obligations. The obligations of the Each Subsidiary Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Subsidiary Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the such Subsidiary Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Lender Borrower Creditor upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee (subject in each case to the obligations right of the Guarantor under and the Agent to waive, amend, supplement and modify this AgreementGuarantee as provided in paragraph 14(a) hereof and the termination of this Guarantee and the discharge of the Guarantor's obligations hereunder as provided in Section 15); and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and any of the Agent and the LendersBorrower Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee (subject in each case to the obligations right of the Guarantor under and the Agent to waive, amend, supplement and modify this AgreementGuarantee as provided in paragraph 14(a) hereof and the termination of this Guarantee and the discharge of the Guarantor's obligations hereunder as provided in Section 15). The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to any of the Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any either of the Obligations or Borrower Indentures, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held note issued by the Agent or any Lender, (b) any defense, set- off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement either of the Borrowers may be free from Borrower Indentures, any Obligations.agreement in respect of any Other

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Purchase and Sale Agreement, any of the other Transaction Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender and the Lenders against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ac) the validity, regularity or enforceability of this the Loan Agreement, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (bLender d) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsin cash.

Guarantee Absolute and Unconditional. The Guarantor Lead Borrower waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementSection 11; and all dealings between the Borrowers or the GuarantorLead Borrower, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementSection 11. The Guarantor Lead Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guarantor Designated Borrowers with respect to the Guaranteed Obligations. The obligations of the Guarantor under Lead Borrower understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or 216004669 enforceability of this Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Designated Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantorany Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Designated Borrowers for the Guaranteed Obligations, or of the Guarantor Lead Borrower under this AgreementSection 11, in bankruptcy or in any other instance, other than Payment in Full. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorLead Borrower, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Designated Borrowers or any Borrower guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower Designated Borrower, any guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower Designated Borrower, any guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor Lead Borrower of any obligation or liability hereunderunder this Section 11, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor Lead Borrower under this Agreement Section 11. For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Company or the Guarantor, on the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any Borrower or the Guarantor other guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Term Loan Notes, any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, the Guarantor or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower of the Company for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations For the purposes hereof "demand" shall include the commencement and continuance of the Guarantor under this Agreement any legal proceedings. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, and the Term Loan Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Company may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Lender Borrower Creditor upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee (subject in each case to the obligations right of the Guarantor under and the Agent to waive, amend, supplement and modify this AgreementGuarantee as provided in paragraph 14(a) hereof and the termination of this Guarantee and the discharge of the Guarantor's obligations hereunder as provided in Section 15); and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and any of the Agent and the LendersBorrower Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee (subject in each case to the obligations right of the Guarantor under and the Agent to waive, amend, supplement and modify this AgreementGuarantee as provided in paragraph 14(a) hereof and the termination of this Guarantee and the discharge of the Guarantor's obligations hereunder as provided in Section 15). The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to any of the Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, either of the Borrower Indentures, any note issued by the Borrower under the Credit Agreement either of the Borrower Indentures, any agreement in respect of any Other Indebtedness, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderBorrower Creditor, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower against any Borrower against the Agent or any LenderCreditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for any of the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Borrower Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender Borrower Creditor to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Borrower Creditor against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Guaranteed Creditor upon the obligations of the Guarantor under guarantee contained in this Agreement Article II or acceptance of the guarantee contained in this guaranteeArticle II; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under guarantee contained in this AgreementArticle II; and all dealings between the Borrowers or the GuarantorGrantors, on the one hand, and the Administrative Agent and the LendersGuaranteed Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under guarantee contained in this AgreementArticle II. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Borrower other Person with Primary Obligations or any of the Guarantor Guarantors with respect to the Primary Obligations. The obligations of Each Guarantor understands and agrees that the Guarantor under guarantee contained in this Section 10 Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderGuaranteed Creditor, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, any Borrower other Grantor or any other Person against the Administrative Agent or any LenderGuaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower, any other Person with Primary Obligations or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Grantors or the other Subsidiaries for the Primary Obligations, or of the such Guarantor under the guarantee contained in this AgreementArticle II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and or any Lender Guaranteed Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Person with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Borrower other Person with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Borrower other Grantor with Primary Obligations, any other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Guaranteed Creditor against the any Guarantor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Administrative Agent, the Issuing Bank or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this guaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent Administrative Agent, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or and the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other documents executed and delivered SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT - Page 59 in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, the Issuing Bank or any Lender, (b) any defense, set- off set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Guarantor against the Agent Administrative Agent, the Issuing Bank or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent Administrative Agent, the Issuing Bank and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Administrative Agent, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent Administrative Agent, the Issuing Bank or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Agent Administrative Agent, the Issuing Bank and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment in full the occurrence of the Termination Date, and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations guaranteed by the Guarantor, and notice of or proof of reliance by the Agent Administrative Agent, the Issuing Lender or any Lender upon the obligations of the Guarantor under this Agreement Guaranty or acceptance of this guaranteeGuaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuaranty; and all dealings between the Borrowers or any of the Guarantor, on the one hand, Other Guarantors and the Agent and Administrative Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any Borrower or of the Guarantor Other Guarantors with respect to the ObligationsObligations guaranteed by the Guarantor. The obligations of the Guarantor under understands and agrees that this Section 10 Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Credit Document, the Letters of Credit, any Swap Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, the Issuing Lender or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrowers, any Borrower of the Other Guarantors or any other Person against the Agent Administrative Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the such Other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Guarantor under this AgreementGuarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee Guaranty shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender CDC upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; the ObligationsGuarantee, and any creation, renewal extension or accrual of themany of the Obligations, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Seller and the Guarantor, on the one hand, and the Agent CDC and the LendersSeller, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Seller or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection without regard to (a) the validity, regularity or enforceability of this the Repurchase Agreement, the Custodial Agreement, or any other document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderCDC, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Seller against the Agent or any LenderCDC, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Seller for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender CDC may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, thereto and any failure by the Agent or any Lender CDC to pursue such other rights or remedies or to collect any payments from any Borrower the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Seller or any such other Person or of any such collateral security, guarantee or right of offset, offset shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender CDC against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersCDC, and their its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by complete performance and payment in full and the Commitments Agreements shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement Agreements the Borrowers Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Demand Loan Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and in cash. Without limiting the Commitments shall be terminated, notwithstanding that from time to time during the term generality of the Credit Agreement the Borrowers may be free from foregoing, Guarantor waives any Obligationsdefenses or rights arising under California Civil Code sections 2787 through 2855, inclusive, and Sections 2899 and 3433.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the GuarantorGuarantors, on the one hand, and the Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the any Guarantor with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the any Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the any Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Agent Lender and the Lenders, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives all suretyship defenses and any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; Guarantee, and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Secured Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Secured Obligations, any of document, instrument, agreement or guarantee evidencing, securing or guaranteeing the Obligations Secured Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Secured Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrowers or any Borrower other Loan Party against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives Guarantors waive any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations provisions of the Guarantor under this Agreement Section or acceptance of this guaranteeLoan Agreement; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Loan Agreement; and all dealings between the Borrowers or Borrower and the GuarantorGuarantors, on the one hand, and the Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Loan Agreement. The Guarantor waives Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor other guarantor with respect to the Guaranteed Obligations. The obligations Guarantor understands and agrees that the provisions of the Guarantor under this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any of the Obligations Loan Agreement or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Guaranteed Obligations, or of the Guarantor under this Agreementany Guarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations provisions of the Guarantor under this Agreement Section shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Guarantors and its each of their successors and assigns thereofassigns, and shall inure to the be benefit of the Agent and the LendersLender, and their respective its successors, indorseesendorsees, transferees and assigns, until all of the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee Guarantors hereunder shall have been satisfied by payment in full and the Commitments Termination Date shall be terminatedhave occurred, notwithstanding that from time to time during prior thereto the term of the Credit Agreement the Borrowers Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. The To the extent permitted by applicable law, each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under guarantee contained in this Agreement Article XI or acceptance of the guarantee contained in this guaranteeArticle XI; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under guarantee contained in this AgreementArticle XI; and all dealings between the Borrowers or Borrower and any of the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of guarantee contained in this Article XI. To the Guarantor under this Agreement. The extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor Guarantors with respect to the Obligations. The obligations of Each Guarantor understands and agrees that the Guarantor under guarantee contained in this Section 10 Article XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance (other than payment or performance) whatsoever (with or without notice to or knowledge of the Borrowers such Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any such Borrower for the Obligations, or of the such Guarantor under the guarantee contained in this AgreementArticle XI, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Borrower other Guarantor, or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Borrower other Guarantor, or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the any Guarantor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of legal proceedings relating to this guarantee or the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Subsidiary Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or any of the Guarantor, on the one hand, Subsidiary Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor Subsidiary Guarantors with respect to the Obligations. The obligations of the Each Subsidiary Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan Document, any of the Obligations obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Subsidiary Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the such Subsidiary Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the 105 Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor Pledgor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any Lender Noteholder upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteethe Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Issuers and the GuarantorPledgor, on the one hand, and the Collateral Agent and the LendersNoteholders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Issuers or the Guarantor Pledgor with respect to the Obligations. The obligations of Pledgor understands and agrees that the Guarantor under this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this Agreementthe Indenture, any of the Obligations or any other collateral security therefor or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any LenderNoteholder, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) ), to the extent permitted by law, which may at any time be available to or be asserted by the Issuers or any Borrower other Person against the Collateral Agent or any LenderNoteholder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Issuers or the GuarantorPledgor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Issuers for the Obligations, or of the Guarantor Pledgor under this Agreementthe Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorPledgor, the Collateral Agent and or any Lender Noteholder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Issuers, any Borrower other guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Lender Noteholder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Issuers, any Borrower other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Issuers, any Borrower other guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor Pledgor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Lender Noteholder against the GuarantorPledgor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, or enforceability of this Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and all ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Administrative Agent, the Issuing Lender or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Company or the Guarantor, on the one hand, Guarantor and the Agent and Administrative Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Credit Document, the Letters of Credit, any Interest Rate Agreement with any Lender or Lenders, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, the Issuing Lender or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, the Guarantor or any Borrower other Person against the Agent Administrative Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower of the Company for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Company may be free from any Obligations.

Guarantee Absolute and Unconditional. The To the fullest extent permitted by applicable law, each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or and any of the GuarantorGuarantors, on the one hand, and the Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any Borrower or of the Guarantor Guarantors with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, legality, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Borrowers against the Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender and the Lenders against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in In accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Lender Borrower Creditor upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee (subject in each case to the obligations right of the Guarantor under and the Agent to waive, amend, supplement and modify this AgreementGuarantee as provided in paragraph 14(a) hereof and the termination of this Guarantee and the discharge of the Guarantor's obligations hereunder as provided in Section 15); and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and any of the Agent and the LendersBorrower Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee (subject in each case to the obligations right of the Guarantor under and the Agent to waive, amend, supplement and modify this AgreementGuarantee as provided in paragraph 14(a) hereof and the termination of this Guarantee and the discharge of the Guarantor's obligations hereunder as provided in Section 15). The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to any of the Guaranteed Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Borrower Indenture, any note issued by the Borrower under the Credit Agreement or the Borrower Indenture, any agreement in respect of any Other Indebtedness, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderBorrower Creditor, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower against any Borrower against the Agent or any LenderCreditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for any of the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Borrower Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender Borrower Creditor to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Borrower Creditor against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Trustee or any Lender Holder upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Company and any of the GuarantorGuarantors, on the one hand, and the Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any Borrower or of the Guarantor Guarantors with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Indenture, any other Guarantee, any Security Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Trustee or any LenderHolder, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Company against the Agent Trustee or any LenderHolder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Company or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Company for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent Trustee and any Lender Holder may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Trustee or any Lender Holder to pursue such other rights or remedies or to collect any payments from any Borrower the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Trustee and the Holders against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent Trustee and the LendersHolders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Term Loan Agreement, any Term Note or any Fundamental Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Subsidiary Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or the any Borrower and any Subsidiary Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any Borrower or the Subsidiary Guarantor with respect to the Guaranteed Obligations. The obligations of the Each Subsidiary Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this the Credit Agreement, any of the Hedge Agreements, any of the Cash Management Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Guaranteed Obligations, or of the such Subsidiary Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Subsidiary Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any Borrower other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower Borrower, any other Subsidiary Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the any Subsidiary Guarantor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers any Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers any Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent Administrative Agent, the Issuing Bank or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this guaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Agent Administrative Agent, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or and the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other documents executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, the Issuing Bank or any Lender, (b) any defense, set- off set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Guarantor against the Agent Administrative Agent, the Issuing Bank or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent Administrative Agent, the Issuing Bank and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent Administrative Agent, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not FIRST AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 70 relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent Administrative Agent, the Issuing Bank or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Agent Administrative Agent, the Issuing Bank and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment in full the occurrence of the Termination Date, and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; the Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended annexed or waived, in reliance upon the obligations of the Guarantor under this Agreement; Guarantee, and all dealings between the Borrowers Company or any of the Guarantor, on the one hand, Guarantors and the Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any Borrower or of the Guarantor Guarantors with respect to the ObligationsObligations or this Guarantee. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following) (a) the validity, regularity or enforceability of this the Revolving Credit Agreement, the Revolving Notes, the Swing Line Note, the Standby Letters of Credit, any of the other Credit Documents, any of the Obligations or any other collateral security therefor therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Company against the Agent or any Lender, or (c) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other circumstance whatsoever (with or without notice to or knowledge change in any of the Borrowers Credit Documents or any other instrument or agreement applicable to any of the parties to such agreements, or any furnishing or acceptance of additional security, or any release of, exchange or action with respect to any security, for the obligations of the Company under the Credit Documents, or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge failure of any Borrower security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any obligation or liability contained therein or any failure to mitigate damages under any Credit Document or any waiver of any such right, remedy, power or privilege or any failure to give any notice (including notice of an Event of Default) to any Credit Party; (e) any extension of time for the Obligationspayment of any Obligation, or of the Guarantor under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee time for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.performance of

Guarantee Absolute and Unconditional. The Guarantor waives any and all ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or the Guarantor, on the one hand, and the Collateral Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementany Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Collateral Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Collateral Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Lender to pursue such other rights or remedies or to collect any payments payment from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, Lenders until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guarantee; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Borrower and any of the GuarantorGuarantors, on the one hand, and the Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor Guarantors with respect to the Obligations. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any the Borrower against the Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender and the Lenders against the such Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement guarantee or acceptance of this guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreementguarantee; and all dealings between the Borrowers or Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. To the obligations of fullest extent permitted by applicable law, the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the Guarantor with respect to the Obligations. The obligations of the Guarantor under understands and agrees that this Section 10 guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, validity or enforceability of this AgreementAgreement or any Note, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Guarantor under this Agreementguarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, Guarantor the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower the Borrower, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower the Borrower, or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Borrower, or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations guaranteed by such Guarantor, and notice of or proof of reliance by the Agent Administrative Agent, the Issuing Lender or any Lender upon the obligations of the Guarantor under this Agreement Guaranty or acceptance of this guaranteeGuaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuaranty; and all dealings between the Borrowers Borrower or any of the Guarantor, on the one hand, other Guarantors and the Agent and Administrative Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuaranty. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantor other Guarantors with respect to the ObligationsObligations guaranteed by such Guarantor. The obligations of the Each Guarantor under understands and agrees that this Section 10 Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Credit Document, the Letters of Credit, any Swap Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent Administrative Agent, the Issuing Lender or any Lender, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, any Borrower of the other Guarantors or any other Person against the Agent Administrative Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the such other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the any Guarantor under this AgreementGuaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the such Guarantor. The obligations of the Guarantor under this Agreement This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the each Guarantor under this Guarantee Guaranty shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Lender Buyer upon the obligations provisions of the Guarantor under this Agreement Section or acceptance of this guaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings between the Borrowers or the Sellers and Guarantor, on the one hand, and the Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower Seller or the Guarantor other guarantor with respect to the Obligations. The obligations Guarantor understands and agrees that the provisions of the Guarantor under this Section 10 Article XII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any of the Obligations Agreement or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any LenderBuyer, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower Seller against the Agent or any LenderBuyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers any Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower Seller for the Obligations, or of the Guarantor under this AgreementGuarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any Lender Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Sellers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender Buyer to pursue such other rights or remedies or to collect any payments from any Borrower Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower Seller or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Lender Buyer against the Guarantor. The obligations provisions of the Guarantor under this Agreement Article XII shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the be benefit of the Agent and the LendersBuyer, and their respective its successors, indorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantor under this Guarantee hereunder shall have been satisfied by payment in full full, the Buyer shall have no remaining obligations under this Agreement and the Commitments Facility Termination Date shall be terminatedhave occurred, notwithstanding that from time to time during prior thereto the term of the Credit Agreement the Borrowers Sellers may be free from any Obligations.

Guarantee Absolute and Unconditional. The Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers Borrower or any of the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or the any Guarantor with respect to the Obligations or the Historic TW Obligations. The obligations of the Guarantor under this Section 10 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Credit Agreement or any other Credit Document, any of the Obligations or the Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set- off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers Borrower or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for from the Obligations or Historic TW from the Historic TW Obligations, or of the such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any either the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the any Guarantor. The obligations For the purposes hereof “demand” shall include the commencement and continuance of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension creation or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any Lender Beneficiary upon the obligations of the Guarantor under this Agreement Guarantee or acceptance of this guaranteeGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this AgreementGuarantee; and all dealings between the Borrowers or Lessor and the Guarantor, on the one hand, and the Collateral Agent and the LendersBeneficiaries, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this AgreementGuarantee. The Guarantor waives diligence, presentment, protest, demand for payment presentment and notice of default or nonpayment protest to or upon any Borrower the Lessor or the Guarantor with respect to the Guaranteed Obligations. The obligations of Subject to Section 2(g) hereof, the Guarantor under understands and agrees that this Section 10 Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (a) the validity, regularity or enforceability of this the SPC Loan Agreement or any other Operative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any LenderBeneficiary, (b) any defense, set- set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower the Lessor or the Guarantor against the Collateral Agent or any LenderBeneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge Knowledge of the Borrowers Lessor or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Lessor for the Guaranteed Obligations, or of the Guarantor under this AgreementGuarantee, in bankruptcy or in any other instanceinstance to the maximum extent permitted by applicable law. When pursuing its rights and remedies hereunder against the Guarantor, the Collateral Agent and any Lender Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Lessor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Lender Beneficiary to pursue such other rights or remedies or to collect any payments from any Borrower the Lessor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower the Lessor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Collateral Agent and the Agent or any Lender Beneficiaries against the Guarantor. The obligations of the Guarantor under this Agreement This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the LendersBeneficiaries, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and full, subject to Section 2(g). Notwithstanding anything to the Commitments contrary in this Guaranty, nothing contained in this Guaranty shall be terminatedwaive, notwithstanding that from time to time during the term impair, reduce or vitiate in any respect any of the Credit Agreement rights of Guarantor, either as Guarantor or as Lessee, provided in the Borrowers may be free from any Obligationsother Operative Agreements.