Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance or release of guarantee hereunder) which may at any time be available to or be asserted by a Borrower or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Grantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower the Borrowers and any of the GuarantorsGrantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors Grantors with respect to the Secured Obligations. Each Guarantor Grantor understands and agreesagrees that the guarantee contained in this Section 2, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a either Borrower or any other person Person against the Administrative Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such GuarantorGrantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor Grantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorGrantor, the Administrative Agent or any other 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 Borrower, any other Guarantor Grantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor Grantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor Grantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Grantor 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 Secured Party Lender against any Guarantor, except to the extent of any such releaseGrantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Shared Collateral Agent or any Shared Collateral Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower of the Borrowers and any of the Guarantors, on the one hand, and the Shared Collateral Agent and the Shared Collateral Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower of the Borrowers or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Shared Collateral Agent or any Shared Collateral Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Borrower or any other person Person against any Shared Collateral Agent or any Shared Collateral Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Shared Collateral Agent and any Shared Collateral 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 Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Shared Collateral Agent or any Shared Collateral Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Shared Collateral Agent or any Shared Collateral Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waivesGuarantor, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured PartyAgent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured PartyAgent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party Agent 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Agent or any Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Section 2, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other 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 Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Section 2, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Borrower or any other person Person against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Mezzanine Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for Borrower from the Secured Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, the Parent Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Foreign Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; the Secured Foreign 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 Section 211; and all dealings between any Borrower and any of the GuarantorsForeign Subsidiary Borrowers, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor waives, to the extent permitted by applicable law, The Parent Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Foreign Subsidiary Borrower or any of the Guarantors with respect to the Secured Foreign Borrower Obligations. Each Guarantor The Parent Borrower understands and agrees, agrees that to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and performance not merely of collection, without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Foreign 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Foreign Subsidiary Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Foreign Subsidiary Borrower or such Guarantorthe Parent Borrower as guarantor hereunder) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Foreign Subsidiary Borrower for the Secured Foreign Borrower Obligations, or of such Guarantor the Parent Borrower under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Parent Borrower, the Administrative Agent or any Guarantor, any Secured Party 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 Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or Person (including by way of any right of offset with respect theretooffset), and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee Person or to exercise any such right of offset, or any release of any Borrower, any other Guarantor Person or any other person or failure to exercise any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Parent 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 Secured Party Lender against any Guarantor, except to the extent of any such releaseParent Borrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 Article X or acceptance of the guarantee contained in this Section 2Article X; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article X; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to Article X. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Article X, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor Guarantor, or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor Guarantor, or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor Guarantor, or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured . The Borrower Obligations, and any each 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 Section 2; and all . All dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, Borrower Obligations or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “”demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Guaranteed Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower the Company and any of the Guarantors, on the one hand, and the Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agreesagrees that, to the extent permitted by applicable law, that, until the Termination Date, the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset setoff with respect thereto at any time or from time to time held by any Secured Guaranteed Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Company or any other person Person against any Secured Guaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Borrowers Company for the Secured its Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. Each Guarantor represents and warrants to the Guaranteed Parties that it is currently informed of the financial condition of the Company and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Guarantor hereby covenants that it will continue to keep itself informed of the Company’s financial condition, the financial condition of the other Guarantors and any other guarantors of the Obligations, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Guaranteed 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 Borrowerthe Company, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset setoff with respect thereto, and any failure by any Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Company, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offsetsetoff, or any release of any Borrowerthe Company, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offsetsetoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Guaranteed Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the First Lien Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunder) which may at any time be available to or be asserted by a the Borrower or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee contained in this Section 2 9 or acceptance of the guarantee contained in this Section 29; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 29; and all dealings between any Borrower and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 29. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Obligations and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Administrative Agent, on behalf of the Secured Parties, may from time to time enforce against any Guarantor its rights under this Agreement or any other Loan Document without being required to first proceed or exhaust its remedies against the Borrower. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee of the Guarantors contained in this Section 2 9 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity value, genuineness, validity, regularity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured Party, (iii) the failure of any other Guarantor to make payment in respect of the Guaranteed Obligations, (iv) or any substitution, release or exchange of any other guarantee of or security for the Guaranteed Obligations, or (cv) any other circumstance whatsoever (with or without notice to or knowledge Knowledge of the Borrower or such any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such a Guarantor under the guarantee of such Guarantor contained in this Section 29, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any a Guarantor, the Administrative Agent or any 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 the Borrower, any other another Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other another Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other another Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunderunder this Section 9, 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 Secured Party against any such Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each FTC Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee Guarantee contained in this Section 2 12.9 or acceptance of the guarantee Guarantee contained in this Section 212.9; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee Guarantee contained in this Section 2; 12.9, and all dealings between any Borrower and any of the GuarantorsFTC Guarantor, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee Guarantee contained in this Section 212.9. Each Guarantor waivesThe Administrative Agent and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the FTC Guarantors under this Section 12.9, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against any FTC Guarantor hereunder. Except as expressly provided in the preceding sentence, each FTC Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any FTC Guarantor or the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee The Guarantee contained in this Section 2 12.9 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee Guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any change in the structure or tax characterization of the Borrower, or any transaction (including any merger or consolidation) to which it may be a party (in each case whether or not permitted under the Loan Documents), (d) any defense, set-off setoff or counterclaim (other than a defense of payment, performance or release of guarantee hereunder) which may at any time be available to or be asserted by a any FTC Guarantor or the Borrower against the Administrative Agent or any other person against any Secured PartyLender, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of any FTC Guarantor or the Borrower or such GuarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured any Obligations, or of such any FTC Guarantor under the guarantee Guarantee contained in this Section 212.9, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 12.9 against any FTC Guarantor, any Secured Party the Administrative Agent or such 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 Guarantor the Borrower or any other person Person or against any collateral security or guarantee Guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor the Borrower or any such other person Person or to realize upon any such collateral security, guarantee security or Guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor the Borrower or any such other person Person or of any such collateral security, guarantee Guarantee or right of offset, shall not relieve any FTC Guarantor of any obligation or liability hereunderunder this Section 12.9, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party the Administrative Agent and the Lenders against any FTC Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent, either Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured any 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 Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Secured PartiesCollateral Agent, the Administrative Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured any Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the either Credit Agreement or any other Loan Document, any of the Secured 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 Collateral Agent, either Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Borrower or any other person Person against the Collateral Agent, either Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Secured its Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party the Collateral Agent or either Administrative Agent 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 the defaulting Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured any Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party the Collateral Agent or either Administrative Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from any the defaulting Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, either Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, that until the Termination Date, Date the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance or release of guarantee hereunder) which may at any time be available to or be asserted by a Borrower or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Co-Borrowers’ Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Co-Borrowers’ 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 Section 2; and all dealings between any Borrower the Co-Borrowers and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Co-Borrowers or any of the Guarantors with respect to the Secured Co-Borrowers’ Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Co-Borrowers’ 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Co-Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the a Co-Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers a Co-Borrower for the Secured such Co-Borrower’s Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 a Co-Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Co-Borrowers’ Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any a Co-Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any a Co-Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the extent permitted by applicable law, each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Subsidiary Guarantors with respect to the Secured Borrower Obligations. Each Subsidiary Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured Party, Lender; (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Subsidiary Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Subsidiary Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Subsidiary Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Subsidiary Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Subsidiary Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waivesagrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or a surety other than payment in full of the Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: (a) The guarantee under this Article X is a guaranty of payment when due and not of collectability, and is a primary obligation of each Guarantor and not merely a contract of surety. (b) The Administrative Agent may enforce the guarantee under this Article X upon the occurrence of an Event of Default notwithstanding the existence of any dispute between the Borrowers and any Beneficiary with respect to the extent permitted by applicable law, existence of such Event of Default. (c) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 Article X or acceptance of the guarantee contained in this Section 2; the Secured Article X. (d) 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 Section 2; Article X and all dealings between any Borrower the Borrowers and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to Article X. (e) To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or any of the Guarantors with respect to the Secured Obligations. . (f) Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 Article X shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to to (ai) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, , (bii) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Borrowers or any other person Person against any Secured Party, (iii) any acts of any legislative body or Governmental Authority affecting the Borrowers, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the Borrowers’ property, or by economic, political, regulatory or other events in the countries where the Borrowers are located, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of a Responsible Officer of the Borrower or such GuarantorCompany) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2this, in bankruptcy or in any other instance. . (g) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrowerthe Borrowers, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Borrowers, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Borrowers, any other Guarantor or any other person Person or any such collateral security, security or guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any the Secured Party Parties against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent, the Collateral Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent, the Collateral Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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, the Collateral Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent, the Collateral Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent, the Collateral Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, the Collateral Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Collateral Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waivesGuarantor, to the maximum extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waivesGuarantor, to the maximum extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured other Lender Party upon the guarantee contained in this Section 2 Article 10 or acceptance of the guarantee contained in this Section 2Article 10; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article 10; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article 10. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 Article 10, to the fullest extent permitted by applicable Laws, shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (bother Lender Party,(b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Borrower, any other Loan Party or any other person Person against the Administrative Agent or any Secured other Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Article 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured other Lender 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 Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured other Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Lender Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any other Secured Party, (c) any change in the corporate existence, structure or ownership of the Borrower or any of the Guarantors or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any of the Guarantors or their assets or any resulting release or discharge of any Obligation, (d) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or (ce) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement Agreement, the Note Agreements, the Prudential Notes or any other Loan Document, any of the Secured 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 Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunderin full) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Collateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Second Lien Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunder) which may at any time be available to or be asserted by a the Borrower or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured . The Borrower Obligations, and any each 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 Section 2; and all . All dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment in full or performance or release of guarantee hereunderin full) which may may, at any time time, be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, Borrower Obligations or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “”demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto or the lack of perfection or failure of priority of any security for the Obligations or any part thereof at any time or from time to time held by the Collateral Agent or any Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Collateral Agent or any Secured Party, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured other Lender Party upon the guarantee contained in this Section 2 Article X or acceptance of the guarantee contained in this Section 2Article X; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article X; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to Article X. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 Article X, to the fullest extent permitted by applicable Laws, shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured other Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower any Borrower, any other Loan Party or any other person Person against the Administrative Agent or any Secured other Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured other Lender 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 Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured other Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Lender Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Tranche A Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Tranche A Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Tranche A 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Tranche A Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Fundamental Document, any of the Secured Tranche A 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Tranche A Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party Tranche A 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Tranche A Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Tranche A Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Tranche A Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agreesagrees that, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a1) the validity or enforceability of the Second Lien Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c3) any other circumstance whatsoever (other than a defense of performance) (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Secured 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 the guarantee contained in this Section 2; and all Guarantee. All dealings between any the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each Guarantor waives, to the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon any upon, the Borrower or any of the Guarantors other Guarantor with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in agrees that this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Guaranteed Transaction Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower against the Collateral Agent or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Credit Parties for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other 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 Borrower, any other Guarantor the Borrower or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor the Borrower or any such other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor the Borrower or any such other person Person or any such collateral security, guarantee or right of offset, shall not relieve any such 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 any the Collateral Agent and the other Secured Party Parties against any such Guarantor, except . 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 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 Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such release. For Guarantor shall be automatically released under the purposes hereof “demand” shall include circumstances described in Section 14.17 of the commencement and continuance of any legal proceedingsCredit Agreement.

Guarantee Absolute and Unconditional. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party Lead Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesLead Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a1) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyLead Agent or any Lender, (b2) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured PartyLead Agent or any Lender, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party Lead Agent 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party Lead Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Lead Agent or any Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.any

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower of the Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower of the Borrowers or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement Agreement, the Note Agreements, the Prudential Notes or any other Loan Document, any of the Secured 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 Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunderin full) which may at any time be available to or be asserted by a any Borrower or any other person Person against the Collateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers such Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any 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 Borrowerof the Borrowers, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, The Parent waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party the Lenders upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower the Subsidiaries and any of the GuarantorsParent, on the one hand, and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor The Parent waives, to the extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors Subsidiaries or the Parent with respect to the Secured Obligations. Each Guarantor The Parent understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Loan Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Partythe Lenders, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower any of the Subsidiaries or any other person Person against any Secured Partythe Lenders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Subsidiary or the Borrower or such GuarantorParent) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.or

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 Article XI or acceptance of the guarantee contained in this Section 2Article XI; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article XI; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article XI. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Article XI, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Article XI, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor Guarantor, or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor Guarantor, or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor Guarantor, or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a1) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “”demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2 or --------- acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the --------- Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, --------- protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional --------- guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Financing Document, any of the Secured 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 Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Collateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section ------- 2, in bankruptcy or in any other instance. When making any demand hereunder or - otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the GuarantorsSubsidiary Borrowers, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors applicable Subsidiary Borrower with respect to the Secured Subsidiary Borrower Obligations. Each Guarantor The Borrower understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Subsidiary Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Subsidiary Borrowers for the Secured Subsidiary Borrower Obligations, or of such Guarantor the Borrower under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower, the Administrative Agent or any Guarantor, any Secured Party 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 Guarantor the Subsidiary Borrowers or any other person Person or against any collateral security or guarantee for the Secured Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor Subsidiary Borrower, or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor Subsidiary Borrower or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor 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 Secured Party Lender against any Guarantor, except to the extent of any such releaseBorrower. For the purposes hereof “hereof, "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives ------------------------------------ any and all notice of the creation, renewal, extension or accrual of any of the Secured applicable Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Issuing Bank or any Secured Party Lender upon the guarantee contained in this Section 2 Article IX or acceptance of the guarantee contained in this Section 2Article IX; the Secured applicable 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 Section 2; Article IX, and all dealings between any Borrower and any of the Guarantorseach Guarantor, on the one hand, and the Secured PartiesAgents, the Syndication Agent, the Issuing Bank and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article IX. Each Guarantor waivesThe Agents will, to the extent permitted by applicable law, request payment of any applicable Obligation from the applicable Borrower before making any claim against the applicable Guarantor under this Article IX, but will have no further obligation to proceed against a Borrower or to defer for any period a claim against the applicable Guarantor hereunder. Except as expressly provided in the preceding sentence, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Guarantor or any Borrower or any of the Guarantors with respect to the Secured applicable Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured applicable 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 Secured PartyAgent, the Syndication Agent, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the relevant Borrower of any applicable Obligations or the adoption of any applicable laws purporting to render any applicable Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Guarantor or the applicable Borrower against the Agents, the Syndication Agent, the Issuing Bank or any other person against any Secured PartyLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Guarantor or such Guarantorany Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Secured any applicable Obligations, or of such any Guarantor under the guarantee contained in this Section 2Article IX, in bankruptcy or in any other instance. When making any demand hereunder Agent, the Syndication Agent, the Issuing Bank or otherwise any Lender is pursuing its rights and remedies hereunder under this Article IX against any Guarantor, such Agent, the Syndication Agent, the Issuing Bank or any Secured Party 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 Guarantor Borrower or any other person Person or against any collateral security or guarantee for the Secured applicable Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make Agent, the Syndication Agent, the Issuing Bank or any such demand, Lender to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor Borrower or any such other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor Borrower or any such other person Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or 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 any Secured Party the Agents, the Syndication Agent, the Issuing Bank and the Lenders against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each The Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each The Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment of the Borrower Obligations and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors Guarantor with respect to the Secured Borrower Obligations. Each The Guarantor understands and agrees, agrees to the fullest extent permitted by applicable law, that, until the Termination Date, law that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any 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 Secured Party Lender against any the Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, increased, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; . Without limitation of the Secured Obligationsforegoing, and any of them, the Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, as the case may be, in reliance upon the guarantee contained in this Section 2; 2 and all dealings between any the Borrower and any of the Guarantors, on the one hand, and any of the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives (a) diligence, presentment, protest, demand for payment and notice of default default, dishonor or nonpayment and all other notices whatsoever to or upon any the Borrower or any of the Guarantors with respect to the Secured Obligations, (b) notice of the existence or creation or nonpayment of all or any of the Obligations and (c) all diligence in collection or protection of or realization upon any Obligations or any security for or guaranty of any Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Section 2, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset setoff or recoupment with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Secured ObligationsObligations guaranteed pursuant to this Section 2, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any the Administrative Agent on behalf of the Secured Party Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it any Secured Party may have against any the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset setoff or recoupment with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offsetsetoff or recoupment, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offsetsetoff or recoupment, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waivesGuarantor, to the maximum extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any theany Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waivesGuarantor, to the maximum extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any theany Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the theany Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers theany Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 theany Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any theany Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any theany Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured other Lender Party upon the guarantee contained in this Section 2 Article X or acceptance of the guarantee contained in this Section 2Article X; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article X; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to Article X. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 Article X, to the fullest extent permitted by applicable Laws, shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured other Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower any Borrower, any other Loan Party or any other person Person against the Administrative Agent or any Secured other Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured other Lender Party may, but shall be under no obligation to, make a 94 similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured other Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Lender Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Credit Agreement Obligations and notice of or proof of reliance by the Collateral Agent or any Credit Agreement Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Borrower 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 the guarantee contained in this Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the Credit Agreement Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Credit Agreement Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Borrower Credit Agreement Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any Credit Agreement Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Collateral Agent or any Credit Agreement Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Credit Agreement Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any Credit Agreement 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Credit Agreement Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Credit Agreement Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Credit Agreement Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and the Company or any of the Guarantors, on the one hand, and any of the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or any of the other Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment payment. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and performance without regard to all defenses (other than any suit for breach of a contractual provision of any of the Note Financing Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Credit Investment Agreement or any other Loan Note Financing Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which that may at any time be available to or be asserted by a Borrower or any other person the Company against any Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in the Obligations, (d) any exchange, taking, or release of Security Collateral, (e) any change in the structure or existence of the Company, (f) any application of Security Collateral to Obligations or (cg) any other circumstance whatsoever (other than payment in full of the Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Borrower Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Secured such Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrowerthe Company, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Company, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Company, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waivesGuarantor, to the maximum extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waivesGuarantor, to the maximum extent permitted by applicable law, waives diligence, presentment, protest, ; demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “hereof, "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Secured 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 the guarantee contained in this Section 2; and all Guarantee. All dealings between any the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each Guarantor waives, to the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon any upon, the Borrower or any of the Guarantors other Guarantor with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in agrees that this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Guaranteed Transaction Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower against the Collateral Agent or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Credit Parties for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.in

Guarantee Absolute and Unconditional. Each The Equity Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Borrower, the Security Agent or any Secured Party upon the guarantee contained in this Section 2 Equity Contribution Guarantee or acceptance of this Equity Contribution Guarantee, and the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Equity Contribution Guarantee; and all dealings between any Borrower and any of the GuarantorsEquity Contributor or the Equity Guarantor, on the one hand, and the Borrower, the Security Agent and the Secured Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Equity Contribution Guarantee. Each The Equity Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Equity Contributor or any of the Guarantors Equity Guarantor with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 This Equity Contribution Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Equity Contribution Agreement, the Loan Agreement, any Note, or any other Loan Financing Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Borrower, the Security Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Equity Contributor against the Borrower, the Security Agent or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Equity Contributor or such the Equity Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Equity Contributor for the Secured Obligations, or of such the Equity Guarantor under the guarantee contained in this Section 2Equity Contribution Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Equity Guarantor, the Borrower, the Security Agent and any 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 Borrower, any other Guarantor the Equity Contributor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Borrower, the Security Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor the Equity Contributor or any such other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor the Equity Contributor or any such other person Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Equity 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 Borrower, the Security Agent or any Secured Party against any the Equity Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment of the Borrower Obligations and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, agrees to the fullest extent permitted by applicable law, that, until the Termination Date, law that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor Guarantor, DDi Corp. or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor Guarantor, DDi Corp. or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor Guarantor, DDi Corp., as “Guarantor” under the DDi Corp. Guarantee and Collateral Agreement, or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Primary Obligations of the Obligors and notice of or proof of reliance by the Agent or any other Secured Party upon the guarantee contained in this Section 2 Article II or acceptance of the guarantee contained in this Section 2Article II; the Secured ObligationsPrimary Obligations of the Obligors, 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 Section 2Article; and all dealings between any Borrower and any of the GuarantorsObligors, on the one hand, and the Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article II. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower Borrower, any other Obligor or any of the Guarantors with respect to the Secured ObligationsPrimary Obligations of the Obligors. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 Article II shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Primary Obligations of the Obligors or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Borrower or any other person Person against the Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Borrower, any other Obligor or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Obligors for the Secured Primary Obligations, or of such Guarantor under the guarantee contained in this Section 2Article II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Agent or any other 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 Borrower, any other Obligor, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Primary Obligations of the Obligors or any right of offset with respect thereto, and any failure by the Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Obligor, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Obligor with Primary Obligations, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any other Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Section 2, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Credit Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower of the Borrowers and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower of the Borrowers or any of the Guarantors with respect to the Secured ObligationsBorrower Obligations to the extent permitted by law. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the relevant Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any such Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured BVI Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured BVI 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 Section 2; and all dealings between any the BVI Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the BVI Borrower or any of the Guarantors with respect to the Secured BVI Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured BVI 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 other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the BVI Borrower or any other person Person against the Administrative Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the BVI Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers BVI Borrower for the Secured BVI Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other 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 the BVI Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured BVI Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the BVI Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the BVI Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent, the Collateral Agent, or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2Section; the Secured 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 Section 2Section; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent, the Collateral Agent, and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Section. Each Guarantor waives, to the extent permitted by applicable lawwaives promptness, diligence, presentment, protest, demand for payment and notice of default default, nonpayment, acceptance, or nonpayment other notice to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute absolute, unconditional, and unconditional irrevocable guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Borrower Obligations or any other collateral security therefor therefore or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent, the Collateral Agent, or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Section, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” demand shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower of the Borrowers or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agreesagrees that, to the fullest extent permitted by under applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan DocumentDocuments, any of the Secured 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 Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Borrower or any other person Person against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers either Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any 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 Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, waives (to the extent permitted by applicable law, ) any and all notice of the creation, renewal, extension or accrual of any of the Secured Primary Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2 13 or acceptance of the guarantee contained in this Section 213; the Secured Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 213; and all dealings between any Borrower and any of the GuarantorsCredit Parties, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 213. Each Guarantor waives, waives (to the extent permitted by applicable law, ) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any Borrower other Credit Party with Primary Obligations or any of the Guarantors with respect to the Secured Primary Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 13 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement Note or any other Loan Note Document, any of the Secured Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Company, any other Credit Party or any other person Person against the Collateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company, any other Credit Party with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Credit Parties for the Secured Primary Obligations, or of such Guarantor under the guarantee contained in this Section 213, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any 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 the Company, any Borrowerother Credit Party with Primary Obligations, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Primary Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Borrowerother Credit Party with Primary Obligations, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of the Company, any Borrowerother Credit Party with Primary Obligations, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured . The Obligations, and any each 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 Section 2; and all . All dealings between any the Borrower and any of the other Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the other Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense that the Discharge of payment, performance or release of guarantee hereunderthe Obligations has occurred) which may may, at any time time, be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, Obligations or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “”demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, Holdings waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between any Borrower the Borrowers and any of the Guarantorsother Credit Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives, Holdings waives except to the extent permitted that any such waiver would be expressly prohibited by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or any of the other Subsidiary Guarantors with respect to the Secured Obligations. Each Guarantor Holdings understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the agrees that its guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Credit Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim counter-claim (other than a defense of paymentpayment or-performance 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, performance a defense arising from or release in connection with the bad faith, gross negligence or willful misconduct of guarantee hereunderany Secured Party in respect of an indemnity Obligation) which may at any time be available to or be asserted by a any Borrower or any other person against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such GuarantorHoldings) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor Holdings under the its guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorHoldings, the Administrative Agent or any 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 Borrower, any other Subsidiary Guarantor or any other person or against any collateral security or guarantee for the Secured any Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Subsidiary Guarantor or any other person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Subsidiary Guarantor or any other person or any such collateral security, guarantee or right of offset, Table of Contents shall not relieve any Guarantor 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 Secured Party against any Guarantor, except to the extent of any such releaseHoldings. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, waives (to the extent permitted not prohibited by applicable law, ) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunder) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Company Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured . The Company Obligations, and any each 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 Section 2; and all . All dealings between any Borrower the Company and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or any of the Guarantors with respect to the Secured Company Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement Indenture or any other Loan Note Document, any of the Secured Company 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 Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Company or any other person Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Secured Obligations, Company Obligations or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrowerthe Company, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Company Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Company, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Company, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor Grantor waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Creditor upon the guarantee contained in this Section Article 2 or acceptance of the guarantee contained in this Section Article 2; each of the Secured Obligations, and any of themobligation contained therein, 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 Section Article 2; and all dealings between any the Borrower and any of the Guarantorsother Credit Parties, on the one hand, and the Collateral Agent and the other Secured PartiesCreditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 2. Each Guarantor Grantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrower or any of the Guarantors Grantors with respect to any of the Secured Obligations. Each Guarantor Grantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, that the guarantee contained in this Section Article 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard not of collection. Each Grantor hereby waives, to the maximum extent permitted by applicable law, any and all defences that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of this Agreement, the Credit Agreement or any other Loan DocumentSecured Debt Agreements, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyCreditor, (b) any defensecontest by the Borrower, any Grantor or any other Person as to the amount of the Obligations, the validity or enforceability of any terms of the Credit Documents or the perfection or priority of any security granted to the Collateral Agent or the Secured Creditors, (c) any defence, set-off or counterclaim (other than a defense defence of payment, performance payment or release of guarantee hereunderperformance) which that may at any time be available to or be asserted by a the Borrower against the Collateral Agent or any other person against Secured Creditor, (d) any release, compounding or other variance of the liability of the Borrower, any Grantor or any other Person liable in any manner under or in respect of the Obligations or the extinguishment of all or any part of the Obligations by operation of law, (e) any change in the time, place, manner or place of payment or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which the Secured PartyCreditors or the Collateral Agent may grant to the Borrower, any Grantor or any other Person, (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional borrower thereunder), or other action or inaction under, the Credit Agreement, the other Credit Documents or any other related document or instrument, or the Obligations, (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, the Borrower, any Grantor or any other Person, (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Borrower, any Grantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Borrower, a Grantor or any other Credit Party or their respective businesses, (i) any dealings with the security which the Secured Creditors or the Collateral Agent hold or may hold pursuant to the terms and conditions of the Credit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges, (j) any limitation of status or power, disability, incapacity or other circumstance relating to the Borrower, any Grantor, any other Credit Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting the Borrower, any Grantor, any other Credit Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any Grantor shall have notice or knowledge of any of the foregoing, (k) the assignment of all or any part of the benefits of this Agreement, (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Credit Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any governmental entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Grantor under this Agreement, or (cii) any court order that amends, varies, reduces or otherwise affects any of the Obligations, (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors realize on such security, (n) any application of any sums received to the Obligations, or any part thereof, and any change in such application, and (o) any other circumstance whatsoever (other than payment in full in cash of the Obligations (other than inchoate indemnity obligations) guaranteed by it hereunder) (with or without notice to or knowledge of the Borrower or such Guarantorany Grantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower or any Grantor for the Secured its Obligations, or of such Guarantor any Grantor under the guarantee contained in this Section Article 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorGrantor, the Collateral Agent or any other Secured Party Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any the Borrower, any other Guarantor Grantor or any other person Person or against any collateral security or guarantee for the Secured Obligations guaranteed by such Grantor hereunder or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor Grantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor Grantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any other Secured Party Creditor against any Guarantor, except to the extent Grantor. Each Grantor renounces all benefits of any such releasediscussion and division. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, in connection with the Borrower Obligations, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Except as otherwise specifically provided in this Agreement or any other Loan Document, each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall may be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunder) which may at any time be available to or be asserted by a the Borrower or any other person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy bankruptcy, court protection, insolvency or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Interim Obligations and notice of or proof of reliance by any Secured Party Lender upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 2; the Secured 11. The Interim Obligations, and any each 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 Section 2; and all 11. All dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Interim Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Section 11 shall be construed, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Interim 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, Interim Obligations or of such Guarantor under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Interim Obligations or any right of offset with respect thereto, and any failure by any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Senior Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute absolute, reasonable and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Term Loan Agreement and the Revolving Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Borrower, any Guarantor or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor 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 Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 9 or acceptance of the guarantee contained in this Section 29; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 29; and all dealings between any the Borrower and any of the Guarantorsor Holdings, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 29. Each Guarantor 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 any the Borrower or any of the Guarantors Holdings with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or this Agreement, any Note, any other Loan DocumentDocument or any Interest Rate Protection Agreement entered into by the Borrower with any Lender or any Affiliate of any Lender, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Borrower, Holdings or any other person Person against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such GuarantorHoldings) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such Guarantor Holdings under the guarantee contained in this Section 29, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Holdings, the Administrative Agent and any Guarantor, any Secured Party 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 Guarantor the Borrower or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor the Borrower or any such other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor the Borrower or any such other person Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor 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 Secured Party Lender against any Guarantor, except to the extent of any such releaseHoldings. For the purposes hereof “hereof, "demand” " shall include the commencement and continuance of any legal proceedings.. The guarantee contained in this

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 7.2 or acceptance of the guarantee contained in this Section 27.2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 27.2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 27.2. Each Guarantor waives, waives but only during the term of this Agreement (except with respect to the extent permitted such rights as are required by applicable law, law and cannot be waived) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 7.2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 27.2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of or reliance by any Secured Party the Beneficiaries upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Secured Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between any Borrower the Member and any of the GuarantorsGuarantor, on the one hand, and the Secured PartiesBeneficiaries, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Member or any of the Guarantors Guarantor with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, the guarantee contained in agrees that this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyLLC Agreement, (b) any defense, set-off or counterclaim (other than a defense of payment, performance or release of guarantee hereunder) which may at any time be available to or be asserted by a Borrower or any other person the Member against any Secured Party, the Company or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Member or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Member for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party the Company 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 Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.may

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower the Borrowers and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Borrowers or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agreesagrees that the guarantee contained in this Section 2, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Credit Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Borrowers or any other person Person against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 Borrowerthe Borrowers, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Borrowers, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Borrowers, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Subsidiary Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Subsidiary Guarantors with respect to the Secured Borrower Obligations. Each Subsidiary Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Subsidiary Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Subsidiary Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Subsidiary Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Subsidiary Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Subsidiary Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Party Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured . The Borrower Obligations, and any each 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 Section 2; and all . All dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, Borrower Obligations or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, 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 any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Reimbursement Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any extension, other circumstance whatsoever indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Borrower Obligation, security, Person or otherwise, (with d) any modification or without notice amendment of or supplement to the Borrower Obligations, including any increase or knowledge 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 such Guarantor) which constitutesany other Person, or might be construed to constituteany insolvency, an equitable bankruptcy, reorganization or legal discharge 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 Borrowers 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 Secured 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 Administrative 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 or as a result of any such proceeding, (r) or any other act 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 under Guarantor’s obligations hereunder (other than the guarantee contained indefeasible payment in this Section 2full 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, in bankruptcy or in such Guarantor’s right to proceed against the Borrower for reimbursement, such Guarantor’s right to recover contribution from any other instanceGuarantor or any other right or remedy. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent, the Collateral Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent, the Collateral Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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, the Collateral Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Administrative Agent, the Collateral Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent, the Collateral Agent or any Secured Party 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, the Collateral Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Collateral Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower and any of the Guarantors, Credit Parties on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default (except as specifically set forth in the Loan Documents) or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Collateral Agent or any other Secured Party, other than payment in full of the Obligations, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any other 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any other Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured other Lender Party upon the guarantee contained in this Section 2 Article X or acceptance of the guarantee contained in this Section 2Article X; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article X; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to Article X. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 Article X, to the fullest extent permitted by applicable Laws, shall be construed as a continuing, absolute and unconditional guarantee of payment (and performance not of collection) without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured other Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Borrower, any other Loan Party or any other person Person against the Administrative Agent or any Secured Party, other Lender Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any 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 Borrower, any other Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.this

Guarantee Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable lawLaw, any and all notice of the creation, renewal, extension or accrual of any of the Secured Company Obligations and notice of or proof of reliance by the Co-Agents or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured . The Company 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 Section 2; , and all dealings between any Borrower the Company and any of the Guarantors, on the one hand, and the Co-Agents and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the maximum extent permitted by applicable lawLaw, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower the Company or any of the other Guarantors with respect to the Secured Company Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment payment. Each Guarantor hereby waives, to the maximum extent permitted by applicable Law, any and performance without regard to all defenses that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Credit Amended and Restated Note Purchase Agreement or any other Loan Document, any of the Secured Company 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 Co-Agents or any other Secured Party, ; (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower the Company against the Co-Agents or any other person against any Secured Party; (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in the Secured Obligations; (cd) any exchange, taking, or release of Collateral; (e) any change in the corporate structure or existence of the Company; (f) any application of Collateral to the Secured Obligations; or (g) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Secured Company Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Co-Agents or any other 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 Borrowerthe Company, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Company Obligations or any right of offset with respect thereto, and any failure by the Co-Agents or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Company, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Company, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Co-Agents or any other Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by any Secured Debt Representative or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the applicable Borrower and any of the Guarantors, on the one hand, and the Secured Debt Representative and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the applicable Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to agrees that the extent permitted by applicable law, that, until the Termination Date, the guarantee guarantees contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee guarantees of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Secured Debt Document, any of the Secured 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 any Secured Debt Representative or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment, payment or performance or release of guarantee hereunder) which may at any time be available to or be asserted by a the applicable Borrower or any other person Person against any Secured Debt Representative or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the applicable Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers applicable Borrower for the Secured Borrower Obligations, or of such Guarantor under the any guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Debt Representative or any other 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 the applicable Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any the applicable Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the applicable Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Debt Representative or any other Secured Party against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any Secured Party Corporate Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower and any of the Guarantors, on the one hand, and the Secured PartiesCollateral Agent, the Administrative Agent and the Corporate Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Corporate Credit Agreement or any other Loan Document, any of the Secured 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 Collateral Agent, the Administrative Agent or any Secured PartyCorporate Lender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower or any other person Person against the Collateral Agent, the Administrative Agent or any Secured PartyCorporate Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, the Administrative Agent or any Secured Party Corporate 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 the Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, the Administrative Agent or any Secured Party Corporate Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the Administrative Agent or any Secured Party Corporate Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent, either Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower the Borrowers and any of the Guarantors, on the one hand, and the Secured PartiesCollateral Agent, the Administrative Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower either of the Borrowers or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Collateral Agent, either Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a the defense of payment, payment or performance or release of guarantee hereunderin full) which may at any time be available to or be asserted by a Borrower either of the Borrowers or any other person Person against the Collateral Agent, either Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, either Administrative Agent or any Secured Party 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 Borrowerthe Borrowers, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, either Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Borrowers, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Borrowers, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, either Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any the Borrower, the Canadian Borrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower, the Canadian Borrower or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a the Borrower, the Canadian Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, the Canadian Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower or the Canadian Borrower for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party 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 the Borrower, the Canadian Borrower, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any the Borrower, the Canadian Borrower, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any the Borrower, the Canadian Borrower, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to the extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Borrower Obligations and notice of or proof of reliance by the Collateral Agent, either Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured 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 Section 2; and all dealings between any Borrower the Borrowers and any of the Guarantors, on the one hand, and the Secured PartiesCollateral Agent, the Administrative Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower either of the Borrowers or any of the Guarantors with respect to the Secured Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that, until the Termination Date, agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured 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 Collateral Agent, either Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a Borrower either of the Borrowers or any other person Person against the Collateral Agent, either Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Secured Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, either Administrative Agent or any Secured Party 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 Borrowerthe Borrowers, any other Guarantor or any other person Person or against any collateral security or guarantee for the Secured Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, either Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrowerthe Borrowers, any other Guarantor or any other person Person or to realize upon any such collateral security, security or guarantee or to exercise any such right of offset, or any release of any Borrowerthe Borrowers, any other Guarantor or any other person Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, either Administrative Agent or any Secured Party Lender against any Guarantor, except to the extent of any such release. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives, to To the fullest extent permitted by applicable law, the Parent Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Foreign Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; the Secured Foreign 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 Section 211; and all dealings between any Borrower and any of the GuarantorsForeign Subsidiary Borrowers, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor waives, to the extent permitted by applicable law, The Parent Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Foreign Subsidiary Borrower or any of the Guarantors with respect to the Secured Foreign Borrower Obligations. Each Guarantor The Parent Borrower understands and agreesagrees that, to the fullest extent permitted by applicable law, that, until the Termination Date, the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, any of the Secured Foreign 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 Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment, performance payment or release of guarantee hereunderperformance) which may at any time be available to or be asserted by a any Foreign Subsidiary Borrower or any other person Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Foreign Subsidiary Borrower or such Guarantorthe Parent Borrower as guarantor hereunder) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Foreign Subsidiary Borrower for the Secured Foreign Borrower Obligations, or of such Guarantor the Parent Borrower under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Parent Borrower, the Administrative Agent or any Guarantor, any Secured Party 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 Guarantor or any other person or against any collateral security or guarantee for the Secured Obligations or Person (including by way of any right of offset with respect theretooffset), and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other person or to realize upon any such collateral security, guarantee Person or to exercise any such right of offset, or any release of any Borrower, any other Guarantor Person or any other person or failure to exercise any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Parent 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 Secured Party Lender against any Guarantor, except to the extent of any such releaseParent Borrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.