Common use of Guarantee Absolute and Unconditional Clause in Contracts

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

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

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

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

Guarantee Absolute and Unconditional. The Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Trustee Administrative Agent or the Holders any Lender upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Issuers Borrower and any of the GuarantorGuarantors, on the one hand, and the Trustee Administrative Agent and the HoldersLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantor Guarantors with respect to the Guaranteed Obligations. The Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Indenture, the Intercreditor Agreement, the Collateral Documents Credit Agreement or any of the Securitiesother Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee Administrative Agent or the Holdersany Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Trustee Administrative Agent or the Holdersany Lender, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Obligations, or of the such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Trustee and/or the Holders Administrative 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 or they may have against the Company Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Trustee Administrative Agent or the Holders any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or the Holders Administrative Agent or any Lender against the any Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Trustee, and its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Company may be free from any Guaranteed Obligationslegal proceedings.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Guarantee Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Trustee or the Holders Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee, ; the Guaranteed Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Subsidiary Guarantee; and all dealings between the Issuers Borrower and the GuarantorGuarantors, on the one hand, and the Trustee and the HoldersLender, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower, such Guarantor or the any other Guarantor with respect to the Guaranteed Obligations. The Guarantor understands and agrees that this This Subsidiary Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and each Guarantor hereby expressly waives any defenses to its obligations hereunder based upon (a) the validity, regularity - 44 - validity or enforceability of the Indenture, the Intercreditor this Agreement, the Collateral Documents or any of the SecuritiesNote, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee or the HoldersLender, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise, (c) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower against the Trustee or the HoldersLender, or (cd) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such any Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Obligations, or of the any Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Trustee and/or the Holders Lender may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Company Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Trustee or the Holders Lender to pursue such other rights or remedies or to collect any payments from the Company Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offsetcollateral security, or any release of the Company or any such other Person or any such guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or the Holders Lender against the each Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Trustee, and its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Company may be free from any Guaranteed Obligations.

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

Guarantee Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations (other than any notice with respect to any Guarantor Bank Product Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Bank Product) and notice of or proof of reliance by any Agent or any Secured Party upon the Trustee guarantee contained in this Section 2 or acceptance of the Holders upon guarantee contained in this Guarantee, Section 2; the Guaranteed Borrower Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Issuers Borrower and any of the GuarantorGuarantors, on the one hand, and the Trustee Agents and the HoldersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantor Guarantors with respect to the Guaranteed ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Bank Product Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Bank Product). The Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Indenture, the Intercreditor Agreement, the Collateral Documents Credit Agreement or any of the Securitiesother Loan Document, any of the Guaranteed Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee any Agent or the Holdersany Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Trustee any Agent or the Holdersany Secured Party, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Borrower Obligations, or of the such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Trustee and/or the Holders any 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 or they may have against the Company Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Trustee any Agent or the Holders any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 on as a matter of law, of the Trustee and/or the Holders any Agent or any Secured Party against the any Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect continuance of any legal proceedings. (b) The Borrower waives any and be binding in accordance with all notice of the creation, renewal, extension or accrual of any of the Guarantor Bank Product Obligations and to notice of or proof of reliance by the extent of its terms Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this Section 2 or acceptance of the guarantee by the Borrower contained in this Section 2; the Guarantor and its successors and assigns thereofBank Product Obligations, and any of them, shall inure conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the benefit guarantee by the Borrower contained in this Section 2; and all dealings between the Borrower and any of the TrusteeGuarantors, and its successors, indorsees, transferees and assignson the one hand, and the Holders from time to time of the Securities until all the Guaranteed Obligations Agents and the obligations of Secured Parties, on the other hand, with respect to any Guarantor under this Guarantee Bank Product Obligation likewise shall be conclusively presumed to have been satisfied had or consummated in reliance upon the guarantee by payment the Borrower contained in full, notwithstanding that from time to time during the term of the Indenture the Company may be free from any Guaranteed Obligations.this Section

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

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

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

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

Guarantee Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations (other than any notice with respect to any Guarantor Bank Product Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Bank Product) and notice of or proof of reliance by any Agent or any Secured Party upon the Trustee guarantee contained in this Section 2 or acceptance of the Holders upon guarantee contained in this Guarantee, Section 2; the Guaranteed Borrower Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Issuers Borrower and any of the GuarantorGuarantors, on the one hand, and the Trustee Agents and the HoldersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantor Guarantors with respect to the Guaranteed ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Bank Product Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Bank Product). The Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Indenture, the Intercreditor Agreement, the Collateral Documents Credit Agreement or any of the Securitiesother Loan Document, any of the Guaranteed Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee any Agent or the Holdersany Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Trustee any Agent or the Holdersany Secured Party, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Borrower Obligations, or of the such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Trustee and/or the Holders any 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 or they may have against the Company Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Trustee any Agent or the Holders any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 on as a matter of law, of the Trustee and/or the Holders any Agent or any Secured Party against the any Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect continuance of any legal proceedings. (b) The Borrower waives any and be binding in accordance with all notice of the creation, renewal, extension or accrual of any of the Guarantor Bank Product Obligations and to notice of or proof of reliance by the extent of its terms Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this Section 2 or acceptance of the guarantee by the Borrower contained in this Section 2; the Guarantor and its successors and assigns thereofBank Product Obligations, and any of them, shall inure conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the benefit guarantee by the Borrower contained in this Section 2; and all dealings between the Borrower and any of the TrusteeGuarantors, and its successors, indorsees, transferees and assignson the one hand, and the Holders Agents and the Secured Parties, on the other hand, with respect to any Guarantor Bank Product Obligation likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee by the Borrower contained in this Section 2. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to the Guarantor Bank Product Obligations. The Borrower understands and agrees that the guarantee by the Borrower contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Guarantor Bank Product Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Person against any Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Securities until all the Guaranteed Obligations and the obligations Borrower or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the applicable Guarantor for the applicable Guarantor Bank Product Obligations, or of the Borrower under its guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand under this Guarantee Section 2 or otherwise pursuing its rights and remedies under this Section 2 against the Borrower, any 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 been satisfied against any Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Bank Product Obligations or any right of offset with respect thereto, and any failure by payment in fullany Agent or any Secured Party to make any such demand, notwithstanding that from time to time during the term of the Indenture the Company may be free pursue such other rights or remedies or to collect any payments from any Guaranteed ObligationsGuarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Borrower of any obligation or liability under this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Secured Party against the Borrower under this Section 2. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

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

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

Guarantee Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed its Obligations and notice of or proof of reliance by the Trustee Administrative Agent or the Holders any Lender upon this Guarantee or acceptance of this Guarantee, the Guaranteed its Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Issuers Borrower and the any Guarantor, on the one hand, and the Trustee Administrative Agent and the HoldersLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or the Guarantor with respect to the Guaranteed its Obligations. The Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Indenture, the Intercreditor Credit Agreement, the Collateral Documents any Note or any of the Securitiesother Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee Administrative Agent or the Holdersany Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower against the Trustee Administrative Agent or the Holdersany Lender, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such any Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Obligations, or of the any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, each of the Trustee and/or the Holders Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Company Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Trustee Administrative Agent or the Holders any Lender to pursue such other rights or remedies or to collect any payments from the Company Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of any liability 108 hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or Administrative Agent and the Holders Lenders against the any Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its successors and assigns thereof, and shall inure to the benefit of the TrusteeAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Indenture Credit Agreement the Company Borrower may be free from any Guaranteed Obligations.

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

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

Guarantee Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Trustee Agent or the Holders any Bank upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Issuers Borrower and any of the GuarantorGuarantors, on the one hand, and the Trustee Agent and the HoldersBanks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantor Guarantors with respect to the Guaranteed Obligations. The Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Indenture, the Intercreditor Credit Agreement, the Collateral Documents any Note or any of the Securitiesother Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee Agent or the Holdersany Bank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower against the Trustee Agent or the Holdersany Bank, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Obligations, or of the such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the any Guarantor, the Trustee and/or the Holders Agent and any Bank may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Company Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Trustee Agent or the Holders any Bank to pursue such other rights or remedies or to collect any payments from the Company Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of any liability 24 hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or Agent and the Holders Banks against the such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the TrusteeAgent and the Banks, and its their respective successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the each Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Indenture Credit Agreement the Company Borrower may be free from any Guaranteed Obligations.

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

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

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

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

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

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

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

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

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

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

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

Guarantee Absolute and Unconditional. The Guarantor Lead Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Trustee Administrative Agent or the Holders any Lender upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeSection 11; and all dealings between the Issuers and the GuarantorLead Borrower, on the one hand, and the Trustee Administrative Agent and the HoldersLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeSection 11. The Guarantor Lead Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Guarantor Designated Borrowers with respect to the Guaranteed Obligations. The Guarantor Lead Borrower understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or 216004669 enforceability of the Indenture, the Intercreditor this Agreement, the Collateral Documents or any of the Securities, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee Administrative Agent or the Holdersany Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company any Designated Borrower or any other Person against the Trustee Administrative Agent or the Holdersany Lender, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantorany Borrower) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Designated Borrowers for the Guaranteed Obligations, or of the Guarantor Lead Borrower under this GuaranteeSection 11, in bankruptcy or in any other instance, other than Payment in Full. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorLead Borrower, the Trustee and/or the Holders Administrative 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 or they may have against the Company Designated Borrowers or any guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Trustee Administrative Agent or the Holders any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company any Designated Borrower, any guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company any Designated Borrower, any guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor Lead Borrower of any obligation or liability hereunderunder this Section 11, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or the Holders Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Trustee, and its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor Lead Borrower under this Guarantee Section 11. For the purposes hereof “demand” shall have been satisfied by payment in full, notwithstanding that from time to time during include the term commencement and continuance of the Indenture the Company may be free from any Guaranteed Obligationslegal proceedings.

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

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

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

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

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

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

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

Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Trustee Administrative Agent or the Holders any Lender upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Borrower Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Issuers Borrower and the Guarantor, on the one hand, hand and the Trustee Administrative Agent and the HoldersLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or the Guarantor with respect to the Guaranteed Borrower Obligations. The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Indenture, the Intercreditor Credit Agreement, the Collateral Forbearance Agreement, the Additional Loan Documents or any of the Securitiesother Loan Document, any of the Guaranteed 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 Trustee Administrative Agent or the Holdersany Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Trustee Administrative Agent or the Holdersany Lender, or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such the Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Borrower Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Trustee and/or the Holders Administrative 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 or they may have against the Company Borrower, any Corporate Guarantor, any other guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Trustee Administrative Agent or the Holders any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company Borrower, any Corporate Guarantor, any other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Borrower, any Corporate Guarantor, any other guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or the Holders Administrative Agent or any Lender against the Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Trustee, and its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Company may be free from any Guaranteed Obligationslegal proceedings.

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

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

Guarantee Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations Liabilities and notice of or proof of reliance by Agent or any Lender upon the Trustee guarantee contained in this Section 2 or acceptance of the Holders upon guarantee contained in this Guarantee, Section 2; the Guaranteed ObligationsLiabilities, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; Section 2, and all dealings between any Borrower and any of the Issuers and the GuarantorGuarantors, on the one hand, and the Trustee Agent and the HoldersLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. The Each Guarantor waives (a) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrowers or any of the Company or the Guarantor Guarantors with respect to the Guaranteed Obligations. The Guarantor understands and agrees that this Guarantee shall be construed as a continuingLiabilities, absolute and unconditional guarantee of payment without regard to (ab) the validity, regularity or enforceability notice of the Indenture, the Intercreditor Agreement, the Collateral Documents existence or creation or non-payment of all or any of the SecuritiesLiabilities, and (c) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities. Agent or any Lender may, from time to time, at its sole discretion and without notice to any Guarantor (or any of them), take any or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Guaranteed Obligations Liabilities or guarantee any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors with respect to any of the Liabilities, (c) extend or renew any of the Liabilities for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any Guarantor or any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release any guaranty or right of offset or its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect thereto at to any time such property, and (e) resort to any Guarantor for payment of any of the Liabilities when due, whether or from time not Agent or such Lender shall have resorted to time held by any property securing any of the Trustee Liabilities or the Holders, (b) any defense, set-off obligation hereunder or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company shall have proceeded against the Trustee or the Holders, or (c) any other circumstances whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitute, or might be construed to constitute, an equitable or legal discharge of the Company for the Guaranteed Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Company or any other Person obligor primarily or against any guarantee for the Guaranteed Obligations or any right of offset secondarily obligated with respect thereto, and to any failure by the Trustee or the Holders to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Company or any such other Person or any such guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on a matter of law, of the Trustee and/or the Holders against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Trustee, and its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Company may be free from any Guaranteed ObligationsLiabilities.

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

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

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

Guarantee Absolute and Unconditional. (a) The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Guarantor Obligations and notice of or proof of reliance by the Trustee or the Holders Buyer upon this Guarantee, ; the Guaranteed Guarantor Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, waived in reliance upon this Guarantee; and all dealings between the Issuers and Seller or the Guarantor, on the one hand, and the Trustee and the HoldersBuyer, on the other handother, shall, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Seller or the Guarantor Guarantee with respect to the Guaranteed Guarantor Obligations. The Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment by the Guarantor of the Guarantor Obligations without regard to (ai) the validity, regularity validity or enforceability of the Indenture, the Intercreditor Master Repurchase Agreement, the Collateral Documents or any of the Securitiesother Repurchase Documents, any of the Guaranteed Obligations Guarantor Obligations, or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee or the HoldersBuyer, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against the Trustee or the HoldersBuyer, or (ciii) any other circumstances other, circumstance whatsoever (with or without notice to or knowledge of Seller or the Company or such Guarantor) which constituteconstitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Guaranteed Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Trustee and/or the Holders Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as that it or they may have against the Company Seller or any other Person or against any collateral security or guarantee for the Guaranteed Guarantor Obligations or any right of offset with respect thereto, and any failure by the Trustee or the Holders Buyer to pursue such other rights or remedies or to collect any payments from the Company Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on as a matter of law, of the Trustee and/or the Holders Buyer against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the TrusteeBuyer, and its successors, indorseesendorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Guarantor Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Company Master Repurchase Agreement Seller may be free from any Guaranteed Repurchase Obligations. (b) Without limiting the generality of the foregoing, the Guarantor hereby agrees, acknowledges, covenants, and represents and warrants to the Buyer as follows: (i) The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security; (ii) The Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Repurchase Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon Seller’s risk of nonpayment of the Repurchase Obligations and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, the Guarantor hereby waives its right, if any, to require the Buyer to disclose to the Guarantor any information which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation of a guarantee by any other guarantor; and (iii) The Guarantor has independently reviewed the Master Repurchase Agreement, the other Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to the Buyer, the Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.

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

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

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

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

Guarantee Absolute and Unconditional. The (a) Each New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Trustee Administrative Agent or the Holders any Lender upon this Guarantee or acceptance of this Guarantee, the Guaranteed Obligations, and . The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Issuers Borrower and the any New Guarantor, on the one hand, and the Trustee Administrative Agent and the HoldersLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Each New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantor Guarantors with respect to the Guaranteed Obligations. The Each New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Indenture, the Intercreditor Credit Agreement, the Collateral Documents or any of the Securitiesother Credit Document, any of the Guaranteed Obligations or, if applicable, 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 Trustee Administrative Agent or the Holdersany Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company Borrower against the Trustee Administrative Agent or the Holders, any Lender or (c) any other circumstances circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such any New Guarantor) which constitutethat constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Guaranteed Obligations, or of the any New Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Company or any other Person or against any guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Trustee or the Holders to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Company or any such other Person or any such guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available on a matter of law, of the Trustee and/or the Holders against the Guarantor. . (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each New Guarantor and its the respective successors and assigns thereof, thereof and shall inure to the benefit of the Trustee, Administrative Agent and its the Lenders and their respective successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities assigns until all the Guaranteed Obligations and the (other than any contingent indemnity obligations of the Guarantor under this Guarantee not then due) shall have been satisfied by payment in fullfull and the Commitments thereunder shall be terminated, notwithstanding that from time to time during or otherwise satisfied in accordance with the term terms of the Indenture Credit Agreement (including Section 2 thereof). (c) Notwithstanding the Company other provisions of this Guarantee, a Guarantee as to any Guarantor that is a Subsidiary shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all obligations under this Guarantee upon: (i) (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Guarantee and the Credit Agreement and (B) such Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower, or (ii) the Borrower designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 10.2 of the Credit Agreement and the definition of “Unrestricted Subsidiary,” or (iii) in the case of any Restricted Subsidiary which after the Closing Date is required to guarantee the Notes pursuant to Section 10.7 of the Credit Agreement, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Loans, or (iv) the Borrower’s repayment (or other satisfaction (including pursuant to Section 2 of the Credit Agreement)) in full of all Obligations under the Credit Agreement in accordance with the terms of the Credit Agreement. (d) Notwithstanding the other provisions of this Guarantee, a Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. In addition, the Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 10.9 of the Credit Agreement. (e) Notwithstanding the other provisions of this Guarantee, any Guarantee given by any Parent of the Borrower may be free released at any time upon written notice to the Administrative Agent from such Parent of the Borrower. (f) In connection with the release of any Guaranteed ObligationsNew Guarantor from its obligations hereunder in accordance with the terms of this Guarantee and the Credit Agreement, the Administrative Agent shall, at the expense of the Borrower and the other Credit Parties, execute such reasonable documents and take such other reasonable actions as the Borrower or any Credit Party may request to evidence such release.

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