Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. Each 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any 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 this Agreement. Each Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers with respect to the Obligations. The guarantee contained in this Article VI 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 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-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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Borrowers under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other 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 other 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; the Obligations, and any of them, Guarantee. The Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings between any 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any other Borrowers guarantor with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI 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 Shareholder Loan Agreement, the Project Note or any Noteother Financing 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 Administrative Agent or any LenderLenders, (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 the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other 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 other 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 guarantee contained in this Agreement Section 2 or acceptance of the guarantee contained in this AgreementSection 2; 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 guarantee contained in this AgreementSection 2; and all dealings between the Borrower and any Borrowerof the Guarantors, 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 guarantee contained in this AgreementSection 2. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Borrower Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Article VI Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Borrower Obligations, or of such Guarantor under the Borrowers under guarantee contained in this AgreementSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other Borrower 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 other Borrowers 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 other Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerany Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrower and 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 this Agreement. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower and the Guarantor with respect to the Obligations. The guarantee contained in this This Article VI 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 Noteother 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 Administrative 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 the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this This Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this 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 this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Borrower 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 other Credit Party upon the guarantee contained in this Agreement Article X or acceptance of the guarantee contained in this AgreementArticle X; each of 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 guarantee contained in this AgreementArticle X; and all dealings between any Borrowerof the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother Credit Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Agreement. Article X. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the other Borrowers or any of the Guarantors with respect to any of the Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Article VI X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity validity or enforceability of this Agreement, any Noteother Loan Document or any other document made, delivered or given in connection with any of the foregoing, 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 Lenderother Credit Party, (bii) 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 or any other Person against the Administrative Agent or any Lenderother Credit Party, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower of the Borrowers for the Obligations, or of such Guarantor under the Borrowers under guarantee contained in this AgreementArticle X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Agent and or any Lender other Credit Party 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 other Borrower Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender other Credit Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrowers, any other Borrowers 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, any other Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 other Credit Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (b) The obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other document made, delivered or given in connection with any of the foregoing or any other agreement, by any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than upon a written release of such Borrower. The guarantees contained in this Article VI shall remain Guarantor from the Agent or upon the indefeasible payment in full force in cash of all the Obligations). (c) The Agent and effect the other Credit Parties may, at their election upon the occurrence and be binding during the continuance of an Event of Default, foreclose on any Collateral held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such Collateral in accordance lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with and any Guarantor, or exercise any other right or remedy available to them against any Guarantor, without affecting or impairing in any way the liability of any other Guarantor hereunder except to the extent of its terms upon each Borrower 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 that all the Obligations and the (other than contingent indemnification obligations of the Borrowers under this Agreement for which no claim shall have then been satisfied by payment asserted) have been indefeasibly paid in full and in cash. Each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any other Guarantor, as the Commitments shall be terminatedcase may be, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from or any ObligationsCollateral.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 Secured Party upon this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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 LenderLender or as applicable another Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent Agent, any Lender or any Lenderas applicable another Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 Agent, any Lender or as applicable another Secured Party to pursue such other rights or remedies or to collect any payments from other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 Agent, any Lender or as applicable another Secured Party against such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the LendersSecured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations (other than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and the obligations Obligations in respect of the Borrowers under this Agreement shall Cash Management Agreements) have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is an Excluded Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any other Domestic Loan Party, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 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 Noteother 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-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 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 non-Dollar 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 any the Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Borrower under this AgreementSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, 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 other Borrower 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 other Borrowers 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 other Borrower the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the 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 such the Borrower. The guarantees contained in this Article VI This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the 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 Borrowers Borrower under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI 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 Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 2 or acceptance of the guarantee contained in this AgreementSection 2; the Subsidiary 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 guarantee contained in this AgreementSection 2; and all dealings between any Borrowerthe Borrower and the Subsidiary Borrowers, 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 guarantee contained in this AgreementSection 2. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the applicable Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Borrower understands and agrees that the guarantee contained in this Article VI Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother Loan Document, any of the Subsidiary 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-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Subsidiary 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 Borrower or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Subsidiary Borrowers for the Subsidiary Borrower Obligations, or of the Borrowers Borrower under the guarantee contained in this AgreementSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the 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 any other Borrower the Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Subsidiary 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 other Borrowers the Borrower, any Subsidiary 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 the Borrower, any other Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Borrower 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 such the Borrower. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower Guaranteeing Party 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 Bank upon this Agreement its Guarantee or acceptance of this Agreementits Guarantee; 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 this Agreementthe Guarantees; and all dealings between any Borrowerthe Borrowers and the Parent, on the one hand, and the Administrative Agent and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreementthe Guarantees. Each Borrower Guaranteeing Party waives diligence, presentment, protest, notice of intent to accelerate, notice of acceleration, demand for payment and notice of default or nonpayment to or upon the other Borrowers any Guaranteed Party or such Guaranteeing Party with respect to the Obligations. The guarantee contained in this Article VI Guarantees shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Note, any other Loan Document, 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 LenderBank, (b) any defense, set-off offset or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower of the Guaranteed Parties against the Administrative Agent or any Lender, Bank or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerof the Guaranteed Parties or such Guaranteeing Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower of the Guaranteed Parties for the ObligationsObligations of such Guaranteed Party, or of the Borrowers such Guaranteeing Party under this Agreementits Guarantee, in bankruptcy or in any other instance. When the Administrative Agent is pursuing its rights and remedies hereunder against any BorrowerGuaranteeing Party, the Administrative Agent and or any Lender Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Borrower its Guaranteed Party 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 Bank to pursue such other rights or remedies or to collect any payments from other Borrowers such Guaranteed Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, offset or any release of any other Borrower such Guaranteed Party or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower such Guaranteeing Party of any liability hereunderunder its Guarantee, 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 Banks against such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsGuaranteeing Party.

Guarantee Absolute and Unconditional. Each Borrower 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 guarantee contained in this Agreement Section 2 or acceptance of the guarantee contained in this AgreementSection 2; 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 guarantee contained in this AgreementSection 2; and all dealings between the Borrower and any Borrowerof the Guarantors, 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 guarantee contained in this AgreementSection 2. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Borrower Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Article VI Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother 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-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 extension, other circumstance whatsoever (with indulgence, renewal, settlement, discharge, compromise, waiver, subordination or without notice to or knowledge of any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge release in respect of any Borrower Obligation, security, Person or otherwise, (d) any modification or amendment of or supplement to the Borrower Obligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder, (e) any release, non-perfection or invalidity of any direct or indirect security for any Borrower Obligation, (f) any change in the existence, structure, constitution, name, objects, powers, business, control or ownership of the Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Person or its assets, (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent or the Lenders to payment of the Borrower Obligations, (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Borrower Obligations, (i) any defense arising by reason of any failure of the Borrower to make any presentment, demand for performance, notice of non-performance, protest, notice of intent to accelerate, notice of acceleration and any other notice, including notice of all of the following: acceptance of this Agreement, partial payment or non-payment of all or any part of the Borrower Obligations and the existence, creation, or incurring of new or additional Borrower Obligations, (j) any defense arising by reason of any failure of the Administrative Agent to proceed against the Borrower or any other Person, to proceed against, apply or exhaust any security held from the Borrower or any other Person for the Borrower Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person for this Agreement or to pursue any other remedy in the power of the Administrative Agent or the Lenders whatsoever, (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation, (l) any defense arising by reason of any incapacity, lack of authority, or other defense of the Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or the Lenders’ right to payment of the Borrower Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Borrower or any other Person with respect to all or any part of the Borrower Obligations, or by reason of any act or omission of the Administrative Agent or the Lenders which directly or indirectly results in the discharge or release of the Borrower or any other Person of all or any part of the Borrower Obligations or any security or guarantee therefore, whether by contract, operation of law or otherwise, (m) any defense arising by failure by the Administrative Agent or the Lenders to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Borrower or any other Person, or by reason of any interest of the Borrower in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Borrower of any right to recourse or collateral, (n) any defense arising by reason of the failure of the Borrower to marshal any assets, (o) any defense based upon any failure of the Administrative Agent or any Lender to give to the Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Borrowers under this AgreementAdministrative Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure of the Administrative Agent or any Lender to dispose of any such property in a commercially reasonable manner, (p) any dealing whatsoever with the Borrower or other Person or any security, whether negligently or not, or any failure to do so, (q) any defense based upon or arising out any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower or any other Person, including any discharge of, or bar against collecting, any of the Borrower Obligations, in bankruptcy or in as a result of any such proceeding, (r) or any other instanceact or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender, any Guarantor or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 2.5, constitute a legal or equitable discharge, limitation or reduction of such Guarantor’s obligations hereunder (other than the indefeasible payment in full in cash of all of the Borrower Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take any action) by the Administrative Agent or any Lender is to destroy or diminish a Guarantor’s subrogation rights, such Guarantor’s right to proceed against the Borrower for reimbursement, such Guarantor’s right to recover contribution from any other Guarantor or any other right or remedy. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other Borrower 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 other Borrowers 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 other Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerany Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrower and the Guarantor, on the one hand, and the Administrative Agent and the LendersLender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower and the Guarantor with respect to the Obligations. The guarantee contained in this This Article VI 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 Noteother 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 Administrative 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 the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this This Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent Lender and the Lenders, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 guarantee contained in this Agreement Section 1 or acceptance of the guarantee contained in this AgreementSection 1; 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 guarantee contained in this AgreementSection; and all dealings between the Borrower and any Borrowerof the Guarantors, 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 guarantee contained in this AgreementSection 1. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Borrower Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Article VI Section 1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Borrower Obligations, or of such Guarantor under the Borrowers under guarantee contained in this AgreementSection 1, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other Borrower 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 other Borrowers 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 other Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerany Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI 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 Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement Guarantee shall have been satisfied by payment in full full, no Letters of Credit shall be outstanding and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligationsobligations, 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 AgreementGuarantee; and all dealings between any Borrower, on the one hand, Borrower or the 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 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 Noteother 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-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 any Borrowerthe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligationsobligations, or of the Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other the Borrower or any other Person or against any collateral security or guarantee for the Obligations 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations, Time Warner Obligations and/or Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between Borrower or any Borrowerof the Guarantors, 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 this AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any Guarantor with respect to the Obligations, Time Warner Obligations or Historic TW Obligations. The guarantee contained in this Article VI This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not of collection without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any Noteother Credit Document, any of the Obligations, Time Warner Obligations or 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 Borrower or any Borrower other Person against the Administrative Agent or any Lender, (c) whether or not any of the Obligations, Time Warner Obligations or Historic TW Obligations are from time to time reduced, or extinguished (other than pursuant to Section 2(e) above), whether or not recovery may be or hereafter become barred by any statute of limitations or otherwise, and despite any arrangement or composition entered into in connection with any bankruptcy or other proceeding or (cd) any other circumstance whatsoever (with or without notice to or knowledge of Borrower or any BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for from the Obligations, of Time Warner from the Time Warner Obligations or of Historic TW from the Historic TW Obligations, or of the Borrowers 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 any BorrowerGuarantor, 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 Borrower, any other Borrower Guarantor or any other Person or against any collateral security or guarantee for the Obligations, Time Warner Obligations or 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 Borrower, any such other Borrowers 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 Borrower, any such other Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerany Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI 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 Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 Loan Agent or any Lender upon the guarantee contained in this Agreement Article VIII or acceptance of the guarantee contained in this AgreementArticle VIII; 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 guarantee contained in this AgreementArticle VIII; and all dealings between any Borrowerthe Borrower and the Guarantor, on the one hand, and the Administrative Loan Agent, the Collateral Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementArticle VIII. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that the guarantee contained in this Article VI VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of any other provisions of this Agreement, Agreement or any Noteother 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 Loan Agent, the Collateral 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 the Borrower or any Borrower other Person against the Administrative Loan Agent, the Collateral Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowera 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 Borrowers Guarantor under the guarantee contained in this AgreementArticle VIII, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Borrowerthe Guarantor, the Administrative Loan Agent, the Collateral 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 either Borrower, any other Borrower 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 Loan Agent, the Collateral 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 other Borrowers 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 other Borrower guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 Loan Agent, the Collateral Agent or any Lender against such Borrowerthe Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of each Designated Borrower and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Article X or acceptance of the guarantee contained in this AgreementArticle X; the ObligationsObligations of each Designated Borrower, 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 guarantee contained in this AgreementArticle X; and all dealings between the Borrower or any Designated 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 guarantee contained in this Agreement. Each Article X. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any Designated Borrower with respect to the ObligationsObligations of such Designated Borrower. The To the full extent permitted by law, the guarantee contained in this Article VI X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Note, any of the Obligations of any Designated Borrower 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) the legality under applicable Laws of repayment by any Designated Borrower of the Obligations of such Designated Borrower or the adoption of any requirement of law purporting to render any Obligations of such Designated Borrower null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by a Designated Borrower) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, (d) any change in ownership of any Designated Borrower, any merger or consolidation of any Designated Borrower into another Person or any loss of any Designated Borrower’s separate legal identity or existence, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Designated Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Designated Borrower for the Obligationsany Obligations of such Designated Borrower, or of the Borrowers Borrower under the guarantee contained in this Agreement, Article X in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Article X against any the Borrower, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Designated Borrower or any other Person or against any collateral security or guarantee for the Obligations of such Designated Borrower 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 other Borrowers any Designated 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 other Designated Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Borrower of any liability hereunder, under this Article X 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Lenders against the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsBorrower.

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 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 Noteother 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-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 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, which would prevent the exchange of a non-Dollar 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 which 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 any the Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Borrower under this AgreementSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, 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 other Borrower 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 other Borrowers 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 other Borrower the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the 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 such the Borrower. The guarantees contained in this Article VI This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Borrower 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 Borrowers Borrower under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; 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 guarantee contained in this AgreementSection 10; and all dealings between any Borrowerthe Borrowers and the Company, 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 guarantee contained in this AgreementSection 10. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the other Borrowers Company with respect to the Obligations. The Company understands and agrees that the guarantee contained in this Article VI Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, 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-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 any Borrowerthe Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under the guarantee contained in this AgreementSection 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other Borrower 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 other Borrowers 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 other Borrower Borrower, or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrower and 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 this Agreement. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower and the Guarantor with respect to the Obligations. The guarantee contained in this This Article VI 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 Noteother 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 Administrative 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 the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this This Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 Fund upon this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between the Borrower and any Borrowerof the Guarantors, on the one hand, and the Administrative Agent and the LendersFund, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI 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 Company Note, the Credit Agreement, any Note, 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, Fund (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 the Borrower against the Administrative Agent or any LenderFund, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or 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 Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Agent and any Lender Fund may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 Fund to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other the Borrower or any such other Person or of any such collateral securityPerson, guarantee or right of offset, shall not relieve any Borrower 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 Fund against such BorrowerGuarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersFund, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers each Guarantor under this Agreement 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 this Agreement the Borrowers may be free from any Obligationsfull.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrower, on the one hand, Borrower or the 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 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 Notethe Notes, any of the Obligations Security Documents, 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-off setoff 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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other the Borrower or any other Person or against any collateral security or guarantee for the Obligations 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their its respective successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrowerthe 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 AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 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, 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 any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each The U.S. 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrowers and the U.S. Borrower and the other Borrowers, 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 this Agreement. Each The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers and the U.S. Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Noteother 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-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 (other than the U.S. Borrower) against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any the Borrowers or the U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers U.S. Borrower under this AgreementSection 10, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, 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 other Borrower 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 such other 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 the other Borrower Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the U.S. 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.U.S.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI 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 Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 the satisfaction of all the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsTermination Requirements.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Article 13 or acceptance of this Agreement; , 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 this Agreement; and all dealings between any Borrowerthe Obligors, 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 AgreementArticle 13. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to and shall not be released, discharged, limited or otherwise affected by (a) the validity, regularity or enforceability of this Agreement, Agreement or any Noteother 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-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 against the Administrative Agent or any Lender, (c) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Guarantor for the Obligations, or of the Borrowers Guarantor under this AgreementArticle 13, in bankruptcy or in any other instance. When the Agent is pursuing its rights and remedies hereunder under this Article 13 against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Guarantor of any liability hereunderunder this Article 13, 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 such Borrower. The guarantees contained in the Guarantor under this Article VI 13. This Article 13 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until (x) all the outstanding Obligations and the obligations of the Borrowers Guarantor under this Agreement Article 13 shall have been satisfied by payment in full (excluding from such Obligations and the obligations of the Guarantor under this Article 13 any contingent indemnity or similar obligations that expressly survive repayment or termination of the Loan Documents) and the Commitments shall be terminatedterminated or (y) the release of the Guarantor pursuant to Section 12.12(a), in each case notwithstanding that from time to time during the term of this Agreement the Borrowers Obligations may be free from any Obligationsreduced to zero.

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 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 Noteother 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-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 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 non-Dollar 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 any the Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Borrower under this AgreementSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, 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 other Borrower 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 other Borrowers 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 other Borrower the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the 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 - 92 - or any Lender against such the Borrower. The guarantees contained in this Article VI This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the 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 Borrowers Borrower under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe 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 this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI 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-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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement shall Guarantee have been satisfied by payment in full and the Commitments shall be terminatedreleased pursuant to Section 11, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower Holdings 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 Secured Party upon the guarantee contained in this Agreement Guarantee or acceptance of the guarantee contained in this AgreementGuarantee; 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 guarantee contained in this AgreementGuarantee; and all dealings between the Borrower and any Borrowerof the other Credit Parties, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementGuarantee. Each Borrower Holdings waives except to the extent that any such waiver would be expressly prohibited by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the other Borrowers Subsidiary Guarantors with respect to the Obligations. The Holdings understands and agrees that its guarantee contained in this Article VI herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother 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 LenderSecured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or in connection with the bad faith, gross negligence or willful misconduct of any Secured Party in respect of an indemnity Obligation) which may at any time be available to or be asserted by any Borrower or any other person against the Administrative Agent or any LenderSecured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Borrowers Holdings under this Agreementits guarantee contained herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any BorrowerHoldings, the Administrative Agent and or any Lender Secured Party 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 other Borrower Borrower, any Subsidiary Guarantor or any other Person person or against any collateral security or guarantee for the any Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from other Borrowers any Borrower, any Subsidiary Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any other Borrower Borrower, any Subsidiary Guarantor or any such other Person person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Holdings 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 Secured Party against such BorrowerHoldings. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each The U.S. 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 any Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrowers and the U.S. Borrower and the other Borrowers, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers and the U.S. Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 14 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Noteother 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 any Administrative 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 the Borrowers (other than the U.S. Borrower) against any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any the Borrowers or the U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers U.S. Borrower under this AgreementSection 14, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the U.S. Borrower, the any 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 other relevant 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 any Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from other Borrowers or any such other Person Borrower or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the other Borrower Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the U.S. 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 any Administrative Agent or any Lender against such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.U.S.

Guarantee Absolute and Unconditional. Each Borrower To the fullest extent permitted by applicable law, the Parent 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 this Agreement guarantee or acceptance of this Agreementguarantee; 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 this AgreementArticle XI; and all dealings between any Borrowerthe Parent Guarantor, on the one hand, and the Administrative Agent and or the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementArticle XI. Each Borrower To the fullest extent permitted by applicable law, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower with respect to the Obligations. The Parent Guarantor understands and agrees that this guarantee contained in this Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not merely of collectability without regard to, and the Parent Guarantor hereby waives (to the extent permitted by applicable law) all rights, claims or defenses that it might otherwise have with respect to, each of the following: (a) the validity, regularity validity or enforceability of this 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-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 any the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Borrowers Parent Guarantor under this AgreementArticle XI, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Borrowerthe Parent 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 or any other Borrower 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 other Borrowers the 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 the Borrower, any guarantor or any other Borrower Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Parent Guarantor of any obligation or liability hereunderunder this Article XI, 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 such Borrower. The guarantees contained in the Parent Guarantor under this Article VI XI. 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Subsidiaries and the Company with respect to the Guaranteed Obligations. The guarantee contained in this This Article VI IX 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 Noteother Loan Document, 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Guaranteed Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Guaranteed Obligations and the obligations of the Borrowers Company under this 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 this Agreement the Borrowers may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Parent 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 guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; 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 guarantee contained in this AgreementSection 10; and all dealings between any BorrowerBorrower or the Parent, 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 guarantee contained in this AgreementSection 10. Each Borrower The Parent waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers or the Parent with respect to the Obligations. The guarantee contained in this Article VI Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any Noteother 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-off setoff 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 any BorrowerBorrower or the Parent) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Borrowers Parent under the guarantee contained in this AgreementSection 10, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any Borrowerthe Parent, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 other Borrowers 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee 85 79 or right of offset, shall not relieve any Borrower the Parent of any liability hereunderunder this Section 10, 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Lenders against the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsParent.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between the Borrower and any Borrowerof the Guarantors, 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 AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI 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 NoteNote 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-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 any Borrowerthe Borrower or 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 Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such BorrowerGuarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers each Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Borrowers and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 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 Noteother 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-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 any BorrowerBorrower 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other 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 other Borrowers 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this Agreement the Borrowers may be free from any Obligationsin cash.

Guarantee Absolute and Unconditional. Each Borrower Except as otherwise required by this Agreement, 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 guarantee contained in this Agreement Article XI or acceptance of the guarantee contained in this AgreementArticle 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 guarantee contained in this AgreementArticle XI; and all dealings between any Borrowerthe Borrowers 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 guarantee contained in this AgreementArticle XI. Each Borrower To the fullest extent permitted by applicable law, the Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the other Borrowers Guarantor with respect to the Obligations. The Guarantor understands and agrees that the guarantee contained in this Article VI XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the obligations of the Borrowers under this 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-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 any Borrowerthe 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 Borrowers 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 any Borrower, the Administrative Guarantor the 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 other Borrower 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 other Borrowers 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 other Borrower Borrower, or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrowers and the Company, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by the Borrowers) 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 any Borrowerthe Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower waives Holdings waives, to the fullest 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 Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; 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 guarantee contained in this AgreementSection 10; and all dealings between any Borrowerthe Borrower or Holdings, 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 guarantee contained in this AgreementSection 10. Each Borrower waives Holdings waives, to the fullest extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or Holdings with respect to the Obligations. The guarantee contained in this Article VI 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 Agreement, any Note, any other Loan Document or any Interest Rate Protection Agreement entered into by the Borrower with any Lender or any Affiliate of any Lender, 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-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, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or Holdings) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of Holdings under the Borrowers under guarantee contained in this AgreementSection 10, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerHoldings, 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Holdings 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 such BorrowerHoldings. The guarantees guarantee contained in this Article VI Section 10 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower Holdings and its successors and assigns thereofsuccessors, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations of the Borrowers Holdings under this Agreement 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 this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 11 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 Noteother 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-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 Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any the Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Borrower under this AgreementSection 11, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, the Administrative Agent and any Lender may, but shall be under no obligation 66 61 to, pursue such rights and remedies as it may have against any other Borrower 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 other Borrowers 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 other Borrower the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the 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 such the Borrower. The guarantees contained in this Article VI This Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Borrower 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 Borrowers Borrower under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 any Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between the Borrower and any Borrowerof the Guarantors, on the one hand, and the Administrative any Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI 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 or any other Operative 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 any 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 the Borrower against the Administrative any Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or 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 Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative any Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 any Agent or any Lender to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 Agents and the Lenders against such BorrowerGuarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers each Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 guarantee of such Guarantor set forth in this Agreement Article IX or acceptance of the guarantee of such Guarantor set forth in this AgreementArticle IX; 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 guarantee of each Guarantor set forth in this AgreementArticle IX; and all dealings between any Borrowerthe Borrower or the Guarantors, on the one hand, and the Administrative Agent and the LendersLender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee of each Guarantor set forth in this AgreementArticle IX. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment and all other notices of any kind to or upon the other Borrowers Borrower or such Guarantor with respect to the Obligations. The guarantee contained of each Guarantor set forth in this Article VI IX shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, and without regard to (a) the validity, regularity or enforceability of this Agreement, any Noteother 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-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 Lender, the Borrower or any BorrowerGuarantor) which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of such Guarantor under the Borrowers under guarantee set forth in this AgreementArticle IX, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowera Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights the rights, remedies, powers and remedies privileges as it may have against any other 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 . Any failure by the Administrative Agent or any Lender to pursue such the other rights rights, remedies, powers or remedies privileges or to collect any payments from other Borrowers the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such the right of offset, or any release of any other the Borrower or any such the other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower a Guarantor of any liability hereunder, and shall not impair or affect the rights and rights, remedies, powers or privileges, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Borrowera Guarantor. The guarantees contained guarantee set forth in this Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower Guarantor and its successors and assigns thereofpermitted assigns, and shall inure to the benefit of the Administrative Agent and the LendersLender, and their its respective successors, indorseesindorsee, transferees and assigns, until all the Obligations and the obligations of the Borrowers Guarantors under the guarantee set forth in this Agreement Article IX shall have been satisfied by payment in full and the Commitments Commitment shall be have been terminated, notwithstanding that from time to time while the Commitment is in effect during the term of this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower Details waives any and all notice of the creation, renewal, extension or accrual of any of the DCI Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; the DCI 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 guarantee contained in this AgreementSection 10; and all dealings between any BorrowerDCI or Details, 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 guarantee contained in this AgreementSection 10. Each Borrower Details waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers DCI or Details with respect to the DCI Obligations. The guarantee contained in this Article VI Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any Noteother Loan Document, any of the DCI 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 that may at any time be available to or be asserted by any Borrower DCI against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerDCI or Details) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower DCI for the DCI Obligations, or of Details under the Borrowers under guarantee contained in this AgreementSection 10, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any BorrowerDetails, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Borrower DCI or any other Person or against any collateral security or guarantee for the DCI 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 other Borrowers DCI 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 other Borrower DCI or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Details of any liability hereunderunder this Section 10, 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsLenders against Details.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrower and 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 this Agreement. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower and the Guarantor with respect to the Obligations. The guarantee contained in this This Article VI 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 Noteother 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 Administrative 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 the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers the 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this This Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this 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 this Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower Holdings 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 guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; 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 guarantee contained in this AgreementSection 10; and all dealings between any Borrowerthe Borrower or Holdings, 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 guarantee contained in this AgreementSection 10. Each Borrower Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or Holdings with respect to the Obligations. The guarantee contained in this Article VI Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any Noteother 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-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 any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or Holdings) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of Holdings under the Borrowers under guarantee contained in this AgreementSection 10, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any BorrowerHoldings, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Holdings of any liability hereunderunder this Section 10, 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsLenders against Holdings.

Guarantee Absolute and Unconditional. Each Borrower 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 Holder upon this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Maker and the Guarantors, on the one hand, and the Administrative Agent and the LendersHolder, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Maker or any Guarantor with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not merely of collection, without regard to (a) the validity, regularity or enforceability of this Agreement, the Note or any Noteother Note 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 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 Maker against the Administrative Agent or any LenderHolder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Maker or any BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Maker for the Obligations, or of the Borrowers any Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Agent Holder and any Lender the Holder may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Borrower the Maker 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 Holder to pursue such other rights or remedies or to collect any payments from other Borrowers the Maker 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 other Borrower the Maker or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 Holder against such BorrowerGuarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantors and its the successors and assigns thereof, and shall inure to the be benefit of the Administrative Agent and the LendersHolder, and their respective successors, permitted indorsees, permitted transferees and permitted assigns, until all the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) and the obligations of the Borrowers each Guarantor under this Agreement 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 this Agreement Note the Borrowers Maker may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The 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 Administrative Agent or any Lender upon this Agreement the Guarantee or acceptance of this Agreementthe 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 this Agreementthe Guarantee; and all dealings between any Borrowerthe Borrowers and the Pledgor, 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 Agreementthe Guarantee. Each Borrower The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers or the Pledgor with respect to the Obligations. The guarantee contained in this Article VI Pledgor understands and agrees that the Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Note, 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 Administrative Agent or any Lender, (b) any defense, 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 Borrowers 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 any Borrowerthe Borrowers or the Pledgor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers 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 any Borrowerthe Pledgor, 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 other Borrower 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 Borrowers, any other Borrowers 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 Borrowers, any other Borrower guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the 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 Administrative Agent or any Lender against such Borrowerthe Pledgor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; 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 guarantee contained in this AgreementSection 10; and all dealings between any Borrowerthe Borrowers and the Company, 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 guarantee contained in this AgreementSection 10. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the other Borrowers Company with respect to the Obligations. The Company understands and agrees that the guarantee contained in this Article VI Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, 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-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 any Borrowerthe Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other 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 other 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.this

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Article 13 or acceptance of this Agreement; , 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 this Agreement; and all dealings between any Borrowerthe Obligors, 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 AgreementArticle 13. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to and shall not be released, discharged, limited or otherwise affected by (a) the validity, regularity or enforceability of this Agreement, Agreement or any Noteother 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-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 against the Administrative Agent or any Lender, (c) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Guarantor for the Obligations, or of the Borrowers Guarantor under this AgreementArticle 13, in bankruptcy or in any other instance. When the Agent is pursuing its rights and remedies hereunder under this Article 13 against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Guarantor of any liability hereunderunder this Article 13, 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 such Borrower. The guarantees contained in the Guarantor under this Article VI 13. This Article 13 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until (xi) all the outstanding Obligations and the obligations of the Borrowers Guarantor under this Agreement Article 13 shall have been satisfied by payment in full (excluding from such Obligations and the obligations of the Guarantor under this Article 13 any contingent indemnity or similar obligations that expressly survive repayment or termination of the Loan Documents) and the Commitments shall be terminatedterminated or (yii) the release of the Guarantor pursuant to Section 12.12(a), in each case notwithstanding that from time to time during the term of this Agreement the Borrowers Obligations may be free from any Obligationsreduced to zero.

Guarantee Absolute and Unconditional. Each Borrower Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations of the Loan Parties and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Article II or acceptance of the guarantee contained in this AgreementArticle II; the ObligationsPrimary Obligations of the Loan Parties, 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 guarantee contained in this AgreementArticle; and all dealings between any Borrowerthe Loan Parties, 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 guarantee contained in this AgreementArticle II. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Loan Party or any of the other Borrowers Guarantors with respect to the ObligationsPrimary Obligations of the Loan Parties. The Each Guarantor understands and agrees that the guarantee contained in this Article VI II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother Loan Document, any of the Primary Obligations of the Loan Parties 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 or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower Borrower, any other Loan Party 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 any Borrower, any other Loan Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Loan Parties for the Primary Obligations, or of such Guarantor under the Borrowers under 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 any BorrowerGuarantor, 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, any other Borrower Loan Party, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations of the Loan Parties 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, any other Borrowers Loan Party, 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 any Borrower, any other Borrower Loan Party 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 any Borrower 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 such Borrowerany Guarantor. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower To the fullest extent permitted by applicable law, the Parent 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 this Agreement guarantee or acceptance of this Agreementguarantee; 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 this AgreementArticle X; and all dealings between any Borrowerthe Parent Guarantor, on the one hand, and the Administrative Agent and or the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each Borrower Article X. To the fullest extent permitted by applicable law, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower with respect to the Obligations. The Parent Guarantor understands and agrees that this guarantee contained in this Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not merely of collectability without regard to, and the Parent Guarantor hereby waives (to the extent permitted by applicable law) all rights, claims or defenses that it might otherwise have with respect to, each of the following: (a) the validity, regularity validity or enforceability of this 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-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 any the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Borrowers Parent Guarantor under this AgreementArticle X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Borrowerthe Parent 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 or any other Borrower 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 other Borrowers the 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 the Borrower, any guarantor or any other Borrower Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Parent Guarantor of any obligation or liability hereunderunder this Article X, 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 such Borrower. The guarantees contained in the Parent Guarantor under this Article VI X. 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower 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 Agent, any Lender or any Lender Co-Agent upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Company or the Guarantor, on the one hand, and the Administrative Agent Agent, the Lenders and the LendersCo-Agents, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Company or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Note, any other Credit Document, any Letter of Credit, 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 Agent, any Lender or any LenderCo-Agent, (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 the Company against the Administrative Agent Agent, any Lender or any LenderCo-Agent, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When the Administrative Agent is pursuing its rights and remedies hereunder against any Borrowerthe Guarantor, the Administrative Agent and Agent, any Lender or any Co-Agent may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 Agent, any Lender or any Lender Co-Agent to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve any Borrower 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to Agent, the extent of its terms upon each Borrower and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent Lenders and the Lenders, and their respective successors, indorsees, transferees and assigns, until all Co-Agents against the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsGuarantor.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement HomeSide Guarantee or acceptance of this AgreementHomeSide 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 this AgreementHomeSide Guarantee; and all dealings between any BorrowerHonoMo 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 this AgreementHomeSide Guarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon HonoMo or the other Borrowers Guarantor with respect to the Obligations. The guarantee contained in this Article VI This HomeSide 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-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by HonoMo 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 any BorrowerHonoMo or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower HonoMo for the Obligations, or of the Borrowers Guarantor under this AgreementHomeSide Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other Borrower HonoMo 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 other Borrowers HonoMo 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 other Borrower HonoMo or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This HomeSide Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers Guarantor under this Agreement HomeSide 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 this the Credit Agreement the Borrowers HonoMo may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 Administrative Agent Trustee or any Lender the Holders upon this Agreement or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Company and the Guarantor, on the one hand, and the Administrative Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Company or the Guarantor with respect to the Guaranteed Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Indenture or any Noteof the Senior 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 Administrative Agent Trustee or any Lenderthe Holders, (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 the Company against the Administrative Agent Trustee or any Lenderthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of any Borrowerthe Company or 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe Guarantor, the Administrative 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 other 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 Administrative Agent Trustee or any Lender the Holders to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 Trustee and/or the Holders against such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersTrustee, and their respective its successors, indorsees, transferees and assigns, and the Holders from time to time of the Senior Notes until all the Guaranteed Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this Agreement the Borrowers Indenture the Company may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 any Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 11 or acceptance of the guarantee provisions of this AgreementSection 11; the Obligations, Guaranteed 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 guarantee contained in this AgreementSection 11; and all dealings between any Borrowerthe Non-US Borrowers or the Company, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 11. Each Borrower The Company waives (to the extent permitted by law) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Non-US Borrowers or the Company with respect to the Guaranteed Obligations. The guarantee contained in this Article VI Section 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Noteother Loan Document or any of the documents executed in connection herewith or therewith, 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 any Administrative Agent or any Lender, (b) any defensedefense (including, set-off without limitation, any statute of limitations), setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Non-US Borrower against the any Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowera Non-US Borrower or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any a Non-US Borrower for all or any part of the Guaranteed Obligations, or of the Borrowers Company under the guarantee contained in this AgreementSection 11, in bankruptcy or in any other instance. When any Administrative Agent or any Lender is pursuing its rights and remedies hereunder against the Company, any Borrower, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Non-US Borrower or any other Person or against any collateral security or security, guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the any Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from other Borrowers any Non-US 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 other Non-US Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all Lenders against the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsCompany.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 any Agent or any Lender upon this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrowers and the Company, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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 any Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the Borrowers) which may at any time be available to or be asserted by the Borrowers against any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, any Borrower, 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 other 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 any Agent or any Lender to pursue such other rights or remedies or to collect any payments from other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 any Agent or any Lender against such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower waives Guarantor waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Credit Agreement Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, and the Credit Agreement 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 AgreementGuarantee; and all dealings between the Borrower and any Borrowerof the Guarantors, 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 AgreementGuarantee. Each Borrower Guarantor waives to the extent permitted by applicable law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to to: (ai) the validity, regularity or enforceability of this (A) the Credit Agreement, any NoteNote or any other Loan Document, any of the Obligations as to any other obligor on the Obligations, or any other collateral security therefor or other guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, ; (bii) 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 the Borrower or any Borrower other Loan Party against the Administrative Agent or any Lender, or ; or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Credit Agreement Obligations, or of the Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other the Borrower or any other Person or against any collateral security or guarantee for the Credit Agreement 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.Administrative

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Foreign Subsidiary Borrower and the Company, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI X 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 Noteother 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-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 Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Foreign Subsidiary Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Company under this AgreementArticle X, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other Borrower 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 other the Foreign Subsidiary 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 other Borrower the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI X shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Subsidiary 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 AgreementArticle X; and all dealings between any Borrowerthe Company, 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 Agreement. Each Borrower Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers with respect to the Subsidiary Obligations. The guarantee contained in Company understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Note, any of the Subsidiary 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 or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Foreign Subsidiary 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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Subsidiary Obligations, or of the Borrowers Company under this AgreementArticle X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 Foreign Subsidiary Borrowers or any other Borrower guarantor or any other Person or against any collateral security or guarantee for the Subsidiary 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 other Borrowers any Foreign Subsidiary 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 other Borrower Foreign Subsidiary Borrower, any guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company of any obligation or liability hereunderunder this Article X, 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 such Borrower. The guarantees contained in the Company under this Article VI X. 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each The U.S. 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 any Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrowers and the U.S. Borrower and the other Borrowers, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers and the U.S. Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 15 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Noteother 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 any Administrative 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 the Borrowers (other than the U.S. Borrower) against any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Borrowers under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other 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 other 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.116 109

Guarantee Absolute and Unconditional. Each Borrower 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 other holder of the Obligations upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 upon, this AgreementGuarantee; and all dealings between the Company, any Borrowerother Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother holders of the Obligations, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any other Borrowers Borrower or any of the Guarantors with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance of the Obligations without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any Noteother 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 Lenderother holder of the Obligations, (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 the Borrowers or any Borrower other Person against the Administrative Agent or any Lenderother holder of the Obligations, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerof the Borrowers or 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 Borrowers such 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 any BorrowerGuarantor, the Administrative Agent and or any Lender other holder of the Obligations 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 Company, any other Borrower Borrower, any 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 other holder of the Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Borrowers Borrower, 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 Company, any other Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower and its successors and assigns thereof, and shall inure to the benefit other holder of the Administrative Agent Obligations against any Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations continuance of the Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each Borrower Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Agreement; and all Guarantee. All dealings between the Borrower and any Borrowerof the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower To the fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Borrower or any other Borrowers Guarantor with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and each Guarantor waives to the fullest extent permitted by applicable law, any and all defenses that it might otherwise have with respect to or as a result of, (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any Noteother Guaranteed Transaction 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 Lenderother Secured Party, (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 the Borrower against the Administrative Agent or any Lenderother Secured Party, (c) release or non-perfection of any Lien or any Collateral, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such other Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Credit Parties for the Obligations, or of the Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Agent and any Lender other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 other Secured Party to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 other Secured Parties against such BorrowerGuarantor. The guarantees contained Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in this Article VI contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lendersother Secured Parties, and their respective successors, indorseesindorses, transferees and assigns, until all the Obligations and the obligations of the Borrowers under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminatedTermination Date, notwithstanding that from time to time during the term of this Agreement the Borrowers any Guaranteed Transaction Documents may be free from any Obligations. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Subsidiary Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrower and 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 this Agreement. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower and the Guarantor with respect to the Obligations. The guarantee contained in this This Article VI 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 Noteother 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 Administrative 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 the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.liability

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 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 Noteother 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-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 Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with law, regulation, decree or without notice to or knowledge order of any Borrower) which constitutesjurisdiction, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Borrowers under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other Borrower or any other Person or against any collateral security or guarantee for event, affecting the Obligations or any right of offset Lender’s rights with respect thereto, and any failure by including, without limitation: (i) the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from other 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 other Borrower or any such other Person or application of any such collateral security, guarantee or right of offset, shall not relieve any 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, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Dollar currency for Dollars or the Administrative Agent remittance of funds outside of such jurisdiction or the unavailability of Dollars in any Lender against legal exchange market in such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding jurisdiction in accordance with and to normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the extent imposition by such jurisdiction or any governmental authority thereof of its terms upon each Borrower and its successors and assigns thereofany moratorium on the required rescheduling or restructuring of, and shall inure to the benefit or required approval of the Administrative Agent and the Lenderspayments on, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers under this Agreement shall have been satisfied by payment any indebtedness in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations.such jurisdiction; or

Guarantee Absolute and Unconditional. Each Borrower Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of or reliance by the Administrative Agent or any Lender Beneficiaries upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Member and the Guarantor, on the one hand, and the Administrative Agent and the LendersBeneficiaries, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Member or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the LLC 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-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 Member against the Administrative Agent or any Lender, Company or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Member or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Member for the Obligations, or of the Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Agent and any Lender Company may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Borrower the Member or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect theretoPerson, and any failure by the Administrative Agent or any Lender Company to pursue such other rights or remedies or to collect any payments from other Borrowers the Member 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Guarantor of any liability 5 5 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 Company against such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsGuarantor.

Guarantee Absolute and Unconditional. Each 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any 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 this Agreement. Each Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers with respect to the Obligations. The guarantee contained in this Article VI 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 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-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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Borrowers under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other 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 56 51 remedies or to collect any payments from other 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Parent 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 guarantee contained in this Agreement Article IX or acceptance of the guarantee contained in this AgreementArticle IX; 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 guarantee contained in this AgreementArticle IX; and all dealings between any Borrowerthe Borrower or the Parent, 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 guarantee contained in this AgreementArticle IX. Each Borrower The Parent waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Parent with respect to the Obligations. The guarantee contained in this Article VI IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any Noteother 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-off setoff 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 any Borrowerthe Borrower or the Parent) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of the Borrowers Parent under the guarantee contained in this AgreementArticle IX, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Article IX against any Borrowerthe Parent, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Parent of any liability hereunderunder this Article IX, 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Lenders against the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsParent.

Guarantee Absolute and Unconditional. Each Borrower 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 Administrative Agent Trustee or any Lender the Holders upon this Agreement or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Company and the Guarantor, on the one hand, and the Administrative Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Company or the Guarantor with respect to the Guaranteed Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Indenture or any Noteof the 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 Administrative Agent Trustee or any Lenderthe Holders, (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 the Company against the Administrative Agent Trustee or any Lenderthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of any Borrowerthe Company or 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe Guarantor, the Administrative Agent and any Lender Trustee or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any other 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 Administrative Agent Trustee or any Lender the Holders to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 Trustee or any Lender the Holders against such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersTrustee, and their respective its successors, indorsees, transferees and assigns, and the Holders from time to time of the Notes until all the Guaranteed Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this Agreement the Borrowers Indenture the Company may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. Each Borrower Parent 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 guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; 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 guarantee contained in this AgreementSection 10; and all dealings between any Borrowerthe Borrower or Parent, 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 guarantee contained in this AgreementSection 10. Each Borrower Parent waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or Parent with respect to the Obligations. The guarantee contained in this Article VI Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any Noteother 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-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 any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or Parent) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any the Borrower for the Obligations, or of Parent under the Borrowers under guarantee contained in this AgreementSection 10, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any BorrowerParent, the Administrative Agent and or any Lender Lendr may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Parent of any liability hereunderunder this Section 10, 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsLenders against Parent.

Guarantee Absolute and Unconditional. Each The U.S. 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 any Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borrowerthe Borrowers and the U.S. Borrower and the other Borrowers, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers and the U.S. Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 14 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any Noteother 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 any Administrative 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 the Borrowers (other than the U.S. Borrower) against any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any the Borrowers or the U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers U.S. Borrower under this AgreementSection 14, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the U.S. Borrower, the any 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 other relevant 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 any Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from other Borrowers or any such other Person Borrower or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any the other Borrower Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the U.S. 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 any Administrative Agent or any Lender against such the U.S. Borrower. The guarantees contained in this Article VI This Section 14 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the U.S. Borrower and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers U.S. Borrower under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 Bank upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between the Company or any BorrowerGuarantor, on the one hand, and the Administrative Agent and or the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Such Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Company or such Guarantor with respect to the Obligations. The guarantee contained in this Article VI This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Note, any other Credit Document, any Letter of Credit, any Acceptance, 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 LenderBank, (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 any Borrower the Company against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or 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 Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When the Agent is pursuing its rights and remedies hereunder against any Borrowersuch Guarantor, the Administrative Agent and or any Lender Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 other Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetBank, or any release of any other Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsBanks against such Guarantor.

Guarantee Absolute and Unconditional. Each Borrower 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 Collateral Agent, any Administrative Agent or any Lender upon this Agreement Parent Guarantee or acceptance of this Agreement; Parent Guarantee or 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 this AgreementParent Guarantee; and all dealings between the Borrower, any BorrowerGuarantor and/or any other Loan Party, on the one hand, and the Collateral Agent, any Administrative Agent and the Lendersand/or any Lender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementParent Guarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Guarantor or any other Borrowers Loan Party with respect to the Guaranteed Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI Parent Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, without regard to (a) the validity, regularity or enforceability of this the Bridge Loan Agreement, the Notes or any Noteother Loan Document, 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, any Administrative 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 the Borrower or any Borrower other Loan Party against the Collateral Agent, any Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any BorrowerGuarantor or any other Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Borrower other Loan Party for the Guaranteed Obligations, or of the Borrowers any Guarantor under this AgreementParent Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, the Administrative Collateral 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 other Borrower Loan Party 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 Administrative Agent or any Lender Lender) to pursue such other rights or remedies or to collect any payments from the Borrower, any other Borrowers Loan Party 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 other Borrower Loan Party or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 Collateral Agent or against any Lender against such BorrowerGuarantor. The guarantees contained in this Article VI This Parent Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of the Administrative Collateral Agent and the Lenders, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers under this Agreement Guaranteed Obligations shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this the Bridge Loan Agreement the Borrowers Borrower and the other Loan Parties may be free from any of the Guaranteed Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 and the Banks upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligationsobligations, 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 this AgreementGuarantee; and all dealings between any Borrowerthe Borrower or the Guarantor, on the one hand, and the Administrative Agent and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in this Article VI This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Notethe Notes, the Loan Documents, 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 LenderBank, (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 the Borrower against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrowerthe Guarantor, the Administrative Agent and any Lender the Banks may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against any other the Borrower or any other Person or against any collateral security or guarantee for the Obligations obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender and the Banks to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Banks against the Obligations and the obligations of the Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsGuarantor.

Guarantee Absolute and Unconditional. Each 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any 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 this Agreement. Each Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers with respect to the Obligations. The guarantee contained in this Article VI 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 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-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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or of the Borrowers under this 62 57 Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Borrower, 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 other 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 other 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 other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any 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 such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 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 Noteother 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-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 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 non-Dollar 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 any the Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Borrower under this AgreementSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, 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 other Borrower 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 other Borrowers 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 other Borrower the Foreign Subsidiary Borrowers or any such other - 79 - Person or of any such collateral security, guarantee or right of offset, shall not relieve any the 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 such the Borrower. The guarantees contained in this Article VI This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the 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 Borrowers Borrower under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower Xxxxxx American waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations Purchased Receivables and notice of or proof of reliance by the Administrative Agent or any Lender Purchaser upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, Transfer Agreement shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this AgreementGuarantee; and all dealings between any BorrowerGreat American or Xxxxxx American, on the one hand, and the Administrative Agent and the LendersPurchaser, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower Xxxxxx American waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Great American or Xxxxxx American with respect to the ObligationsPurchased Receivables. The guarantee contained in this Article VI This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment Guarantee without regard to (a) the validity, regularity validity or enforceability of this the Transfer Agreement, the Guarantee, the Assignments or any Noteother document or instrument executed in connection with any of the foregoing documents, any of the Obligations Purchased Receivables 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 LenderPurchaser, (b) any defensedefense which relates, directly or indirectly, to the matters covered by the representations and warranties set forth in the Transfer Agreement or set-off or counterclaim (other than a defense of payment or performance) which in either case may at any time be available to or be asserted by any Borrower Great American against the Administrative Agent or any LenderPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerGreat American or Xxxxxx American) which constitutes, or might be construed to constitute, an equitable or legal discharge of Great American, any Borrower Obligor for the ObligationsPurchased Receivables, or of the Borrowers Xxxxxx American under this AgreementGuarantee, in bankruptcy or in any other instance; provided that this clause (c) shall not prevent Xxxxxx American from being discharged from its obligations under this Guarantee pursuant to confirmation of a plan of reorganization under Chapter 11 of the United States Code in a case in which Xxxxxx American is the debtor. When the Purchaser is pursuing its rights and remedies hereunder against any BorrowerXxxxxx American, the Administrative Agent and any Lender Purchaser may, but shall be under no obligation to, pursue such rights and remedies as it may have against Great American, the Obligor on any other Borrower Purchased Receivable or any other Person or against any collateral security or guarantee for the Obligations Purchased Receivables or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Purchaser to pursue such other rights or remedies or to collect any payments from other Borrowers Great American, any such 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 Great American, any other Borrower such Obligor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower Xxxxxx American 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 Purchaser against such Borrower. The guarantees contained in this Article VI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any ObligationsXxxxxx American.

Guarantee Absolute and Unconditional. Each Borrower Except as otherwise required by this Agreement, the Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of any Borrowing Subsidiary and notice of or proof of reliance by the Administrative Agent Agent, any L/C Issuer or any Lender upon the guarantee contained in this Agreement Article X or acceptance of the guarantee contained in this AgreementArticle X; the ObligationsObligations of any Borrowing Subsidiary, 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 guarantee contained in Table of Contents this AgreementArticle X; and all dealings between any Borrowerthe Borrowing Subsidiaries and the Company, on the one hand, and the Administrative Agent Agent, the L/C Issuers and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Agreement. Each Borrower Article X. To the fullest extent permitted by applicable law, the Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrowing Subsidiary or the other Borrowers Company with respect to the ObligationsObligations of any Borrowing Subsidiary. The Company understands and agrees that the guarantee contained in this Article VI X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the obligations of the Borrowing Subsidiaries under this Agreement, any Note, any of the Obligations of any of the Borrowing Subsidiaries 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 Agent, any L/C Issuer 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 Borrowing Subsidiary or any other Person against the Administrative Agent Agent, any L/C Issuer or any Lender, (c) any law or regulation of any jurisdiction, or any other event, affecting any material term of any Obligation of the Borrowing Subsidiaries or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowing Subsidiaries or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Company or the Borrowing Subsidiaries for the ObligationsObligations of any Borrowing Subsidiary, or of the Borrowers Company under the guarantee contained in this AgreementArticle X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Borrowerthe Company, the Administrative Agent and Agent, any L/C Issuer 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 other Borrower Borrowing Subsidiary, or any other Person or against any collateral security or guarantee for the Obligations of any Borrowing Subsidiary or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, any L/C Issuer or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from other Borrowers the Borrowing Subsidiaries, 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 other Borrower Borrowing Subsidiary, or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 Agent, any L/C Issuer or any Lender against such Borrowerthe Company. The guarantees contained in this Article VI 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 each Borrower 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 Borrowers under this 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 this Agreement the Borrowers may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. Each The 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any the Foreign 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 this Agreement. Each The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. The guarantee contained in this Article VI This Section 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 Noteother 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-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 Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any the Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Foreign Subsidiary Borrowers for the Obligations, or of the Borrowers Borrower under this AgreementSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Borrower, 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 other Borrower 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 other Borrowers 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 other Borrower the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the 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 such the Borrower. The guarantees contained in this Article VI This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Borrower 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 Borrowers Borrower under this 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 this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 Secured Party upon this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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 LenderLender or as applicable another Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent Agent, any Lender or any Lenderas applicable another Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 Agent, any Lender or as applicable another Secured Party to pursue such other rights or remedies or to collect any payments from other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 Agent, any Lender or as applicable another Secured Party against such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company and its successors and assigns thereofassigns, and shall inure to the benefit of the Administrative Agent and the LendersSecured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations (other than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and the obligations Obligations in respect of the Borrowers under this Agreement shall Cash Management Agreements) have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is an Excluded Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any other Domestic Loan Party, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the 509265-1946-Active.21307007.121307007.7 Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between any Borrowerthe Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 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 Noteother 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-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 any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this Agreement the Borrowers may be free from any Obligationsin cash.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Foreign Subsidiary Borrowers and the Company with respect to the Obligations. The guarantee contained in this This Article VI XI 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which constitutes, or might be construed to constitute, an 71 80 equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 11.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI XI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 this Agreement Guarantee or acceptance of this Agreement; 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 this AgreementGuarantee; and all dealings between the Borrower and any Borrowerof the Guarantors, 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 AgreementGuarantee. Each Borrower Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Borrower or any of the Guarantors with respect to the Obligations. The guarantee contained in Each Guarantor understands and agrees that this Article VI Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any Noteother 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-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 any Borrowerthe Borrower or 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 Borrowers such Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any BorrowerGuarantor, 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 other 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 other Borrowers 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 other the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 such BorrowerGuarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower 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 Borrowers each Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower The Company 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 this Agreement or acceptance of this Agreement; 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 this Agreement; and all dealings between any Borroweramong the Borrowers, 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 this Agreement. Each Borrower The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Canadian Borrower and the Company with respect to the Obligations. The guarantee contained in this This Article VI IX 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 Noteother 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-off or counterclaim (other than a defense of payment or performanceperformance by any Borrower) 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 any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower the Borrowers for the Obligations, or of the Borrowers Company under this AgreementSection 9.4, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against any Borrowerthe Company, 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 other 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 other 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 other Borrower the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower the Company 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 such Borrowerthe Company. The guarantees contained in this This Article VI IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Company 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 Borrowers Company under this 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 this Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. Each Borrower 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 each of the Administrative Agent Agents, the Issuing Lender or any Lender Guaranteed Creditor upon this Agreement Guarantee or acceptance of this AgreementGuarantee; 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 this AgreementGuarantee; and all dealings between the Company or the Guarantor and any BorrowerAgent, on the one hand, and the Administrative Agent and the Lenders, on the other, Issuing Lender or any Guaranteed Creditor shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. Each Borrower The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the other Borrowers Company or the Guarantor with respect to the Obligations. The guarantee contained in Guarantor understands and agrees that this Article VI 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 Noteother Credit Document, the Letters of Credit, any Interest Rate 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 any Agent, the Administrative Agent Issuing Lender or any LenderGuaranteed Creditor, (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 Administrative Agent Company, the Guarantor or any Lenderother Person against any Agent, the Issuing Lender or any Guaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe 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 Borrowers Guarantor under this AgreementGuarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, any Borrower, the Administrative Agent and and/or any Lender Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other 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 any Agent or any Lender Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from other Borrowers 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 other Borrower the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Borrower 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 any Agent or any Lender Guaranteed Creditor against such Borrowerthe Guarantor. The guarantees contained in this Article VI This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Borrower the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent Agents and the LendersGuaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrowers Guarantor under this Agreement 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 this the Credit Agreement the Borrowers Company may be free from any Obligations.