Common use of Binding Effect; Several Agreement; Assignments Clause in Contracts

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.06 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersSecured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Guarantor that are contained in this Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Guaranty Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lendersother Credit Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except as expressly contemplated by this Guaranty Agreement or the other Loan Documents. If all any of the capital stock of a equity interests in any Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit AgreementLoan Documents and, immediately after giving effect thereto, such Guarantor shall no longer be released from its a Subsidiary of the Parent, then the obligations of such Guarantor under this Guaranty Agreement without further actionshall be automatically released. This Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors each Guarantor that are contained in this Agreement Guaranty shall bind and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Agreement Guaranty shall become effective as to any each Guarantor when a counterpart hereof executed on behalf of such each Guarantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such each Guarantor and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of such each Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and permitted assigns, except that no Guarantor neither the Borrower, nor the other Loan Parties shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all ) without the prior written consent of the capital stock Required Lenders. The Administrative Agent is hereby expressly authorized to, and agrees upon request of a the Borrower it will, release any Guarantor is sold, transferred or otherwise disposed from its obligations hereunder (including its Guaranty) in accordance with Section 9.10 of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors any Grantor that are contained in this Security Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Security Agreement shall become effective as to any Guarantor the Grantors at such time as the Credit Agreement and the Indentures have become effective and when a counterpart hereof executed on behalf of such Guarantor the Grantors shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor the Grantors and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantorthe Grantors, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Grantor shall have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit this Security Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Security Agreement shall be construed as a separate agreement with respect to each Guarantor of the Grantors and may be amended, modified, supplemented, waived or otherwise modified or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentLender, and a counterpart hereof shall have been executed on behalf of the Administrative AgentLender, and thereafter shall be binding upon such Guarantor and the Administrative Agent Lender and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersLender, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter this Agreement shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assignsupon, and shall inure to the benefit of such Guarantor, Guarantor the Administrative Agent and the Lenders, other applicable Guaranteed Parties and their respective successors and assigns, except that no Guarantor shall have the right to may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein (except in connection with any transaction permitted by Section 5.03(c) or Section 5.03(d) of the Credit Agreement) (and any such attempted assignment or transfer by any party hereto shall be null and void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter this Agreement shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assignsupon, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, other Guaranteed Parties and their respective successors and assigns, except that no Guarantor shall have the right to may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein (except in connection with any transaction permitted by Section 5.03(c) or Section 5.03(d) of the Credit Agreement) (and any such attempted assignment or transfer by any party hereto shall be null and void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of In the capital stock of event that a Guarantor is sold, transferred or otherwise disposed of ceases to be a Subsidiary pursuant to a transaction permitted by under the Credit AgreementLoan Documents, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors Loan Parties that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor Loan Party when a counterpart hereof executed on behalf of such Guarantor Loan Party shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor Loan Party and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorLoan Party, the Administrative Agent Agent, the Issuing Banks and the Lenders, and their respective successors and assigns, except that no Guarantor Loan Party shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If (a) all of the capital stock Capital Stock of a Guarantor (other than Holdings) is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement or (b) a Guarantor (other than Holdings) ceases to be a Restricted Subsidiary as a result of a transaction permitted by the Credit Agreement, then such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Loan Party and may be amended, modified, supplemented, waived or released with respect to any Guarantor Loan Party without the approval of any other Guarantor Loan Party party hereto and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Loan Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors each party hereto that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to the Borrower or any Guarantor when a counterpart hereof executed on behalf of such Guarantor Party shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor Party and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorParty, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no neither the Borrower nor the Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of (other than to a Subsidiary of the Parent) pursuant to a transaction permitted by the Credit AgreementLoan Documents, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction except as expressly permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionand the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor and Guarantor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Pledgor and Guarantor when a counterpart hereof executed on behalf of such Pledgor and Guarantor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and Guarantor, and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor and Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Pledgor and Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Transaction Documents. If all of In the capital stock of event that a Pledgor and Guarantor is sold, transferred or otherwise disposed of ceases to be a Subsidiary pursuant to a transaction permitted by under the Credit AgreementTransaction Documents, such Pledgor and Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and Guarantor, and may be amended, modified, supplemented, waived or released with respect to any Pledgor and Guarantor without the approval of any other Guarantor Pledgor and Guarantor, and without affecting the obligations of any other Pledgor and Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Guarantee and Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors any Grantor that are contained in this Guarantee and Security Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and permitted assigns. This Guarantee and Security Agreement shall become effective as to any Guarantor Grantor when a counterpart hereof executed on behalf of such Guarantor Grantor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Grantor and the Administrative Collateral Agent and their respective successors and permitted assigns, and shall inure to the benefit of such GuarantorGrantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and permitted assigns, except that no Guarantor Grantor shall have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any such attempted assignment shall be void). If all of , except as expressly contemplated by this Guarantee and Security Agreement or the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionother Secured Transaction Documents. This Guarantee and Security Agreement shall be construed as a separate agreement with respect to each Guarantor of the Grantors and may be amended, modified, supplemented, waived or otherwise modified or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors Guarantor that are contained in this Agreement Guaranty shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement Guaranty shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentAgent and Lenders, and a counterpart hereof shall have been executed on behalf of the Administrative AgentAgent and Lenders, and thereafter shall be binding upon such Guarantor and the Administrative Agent and Lenders and their respective successors and assigns, and shall inure to the benefit of such Guarantor, Guarantor and the Administrative Agent and the LendersAgent, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (including, without limitation, pursuant to a plan of Division or any other operation of law) (and any such attempted assignment shall be voidvoid ab initio). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor guarantor and without affecting the obligations of any other Guarantor guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of In the capital stock of event that a Guarantor is sold, transferred or otherwise disposed of Pledgor ceases to be a Subsidiary pursuant to a transaction permitted by under the Credit AgreementLoan Documents, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and permitted assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Parent Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except with the written consent of the Collateral Agent. If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.04 of the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentServicer, and a counterpart hereof shall have been executed on behalf of the Administrative AgentServicer, and thereafter shall be binding upon such Guarantor and the Administrative Agent Servicer and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent Servicer and the LendersParticipants, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Loan Facility Agreement, such Guarantor shall be released from its obligations Guaranteed Obligations under this Agreement without further action, and upon request of the Guarantor or Sponsor, the Servicer will execute and deliver to the Sponsor or such Gurantor, at the Sponsor’s expense, such additional documents, instruments or agreements (all of which shall be prepared by the Sponsor) as the Sponsor or Guarantor shall reasonably request to further evidence the termination of this Guaranty. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations Guaranteed Obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Indenture Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower pursuant to a transaction permitted by the Credit AgreementIndenture, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersBanks, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor Pledgor and the 11 11 Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Parent Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Reimbursement Documents. If all of In the capital stock of event that a Guarantor is sold, transferred or otherwise disposed of Pledgor ceases to be a Subsidiary pursuant to a transaction permitted by under the Credit AgreementReimbursement Documents, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof (or a Supplement referred to in Section 24) executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof (or a Supplement referred to in Section 24) shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent, and their respective successors and assigns, enforceable by such Pledgor against the Collateral Agent and by the Collateral Agent against such Pledgor, and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors Pledgors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor each Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor such Pledgor shall not have the right to assign its rights or obligations hereunder or any interest herein or in the Nevada Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgors and may be amended, modified, supplemented, waived or released with respect to any Guarantor each Pledgor without the approval of any other Guarantor Pledgor (as such term is defined in the Credit Agreement) and without affecting the obligations of any other Guarantor hereunderPledgor (as such term is defined in the Credit Agreement) under the Credit Agreement or under any other Loan Document.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentServicer, and a counterpart hereof shall have been executed on behalf of the Administrative AgentServicer, and thereafter shall be binding upon such Guarantor and the Administrative Agent Servicer and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersGuaranteed Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Loan Facility Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all , except with the consent of the capital stock of a Guarantor is sold, transferred Collateral Agent or otherwise disposed of pursuant to a transaction permitted as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentServicer, and a counterpart hereof shall have been executed on behalf of the Administrative AgentServicer, and thereafter shall be binding upon such Guarantor and the Administrative Agent Servicer and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersGuaranteed Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If (a) all of the capital stock Capital Stock of a Guarantor (other than Holdings) is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Loan Facility Agreement or (b) a Guarantor (other than Holdings) ceases to be a Restricted Subsidiary as a result of a transaction permitted by the Loan Facility Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.06 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Administrative Senior Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Senior Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Administrative Senior Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Administrative Senior Collateral Agent and the Lendersother Senior Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 5.23 of the Senior Credit AgreementFacility, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor Borrower and any Guarantor, respectively, when a counterpart hereof executed on behalf of such Guarantor Borrower or such Guarantor, as the case may be, shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed and delivered on behalf of the Administrative Agent, and thereafter shall be binding upon such Borrower, such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Borrower, such Guarantor, the Administrative Agent and the Lendersother Guaranty Parties, and their respective successors and assigns, except that no Borrower or Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in ----------------------------------------------- this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower or Holdings pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have CHAR1\936505v2 Exhibit D been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations Guaranteed Obligations under this Agreement without further action, and upon request of such Guarantor or the Borrower, the Administrative Agent will execute and deliver to the Borrower, at the Borrower’s expense, such additional documents, instruments or agreements (all of which shall be prepared by the Borrower) as the Borrower or Guarantor shall reasonably request to further evidence the termination of this Guaranty. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations Guaranteed Obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.06 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall 109 become effective as to any Guarantor when a counterpart hereof (or a Supplement referred to in Section 19) executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof (or a Supplement referred to in Section 19) shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.06 of the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all In the event that a Pledgor (a) is designated as an Unrestricted Subsidiary in accordance with the terms of the capital stock of Credit Agreement or (b) ceases to be a Guarantor is sold, transferred or otherwise disposed of Subsidiary pursuant to a transaction permitted by under the Credit AgreementLoan Documents, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of (other than to an Affiliate of the Borrower) pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in ----------------------------------------------- this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower or Holdings pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Administrative AgentSenior Collateral Agents, and a counterpart hereof shall have been executed on behalf of the Administrative AgentSenior Collateral Agents, and thereafter shall be binding upon such Subsidiary Guarantor and the Administrative Agent Senior Collateral Agents and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Administrative Agent Senior Collateral Agents and the Lendersother Senior Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of Equity Interests in a Subsidiary Guarantor is are sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Senior Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of In the capital stock of event that a Guarantor is sold, transferred or otherwise disposed of ceases to be a Subsidiary pursuant to a transaction permitted by under the Credit AgreementReimbursement Documents, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in ----------------------------------------------- this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of (other than to Holdings or a Subsidiary of Holdings) pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective permitted successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released automatically from its obligations under this Agreement without the necessity of any further actionaction by any party hereto. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors each Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto Pledgor and their its respective successors and assigns. This Agreement shall become effective as to any Guarantor Agreement, when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agentand delivered, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be the valid and binding upon such Guarantor obligation of each Pledgor and the Administrative Collateral Agent and their respective successors and assignsassigns enforceable in accordance with its terms, subject to the limitations on enforceability under applicable Law and limitations on the availability of the remedy of specific performance imposed by the application of general equity principles, and shall inure to the benefit of such Guarantoreach Pledgor, the Administrative Collateral Agent and the Lenders, Credit Parties and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Pledged Collateral (and any such attempted assignment or transfer shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction ) except as permitted by this Agreement or the Credit Agreement or the Euro Term Loan Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations Guaranteed Obligations under this Agreement without further action, and upon request of such Guarantor or the Borrower, the Administrative Agent will execute and deliver to the Borrower, at the Borrower’s expense, such additional documents, instruments or agreements (all of which shall be prepared by the Borrower) as the Borrower or Guarantor shall reasonably request to further evidence the termination of this Guaranty. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations Guaranteed Obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no such Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersGuaranteed Parties, and their respective permitted successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof (or an Additional Guarantor Supplement) executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof (or of an Additional Guarantor Supplement) shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty and Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors any Grantor that are contained in this Guaranty and Security Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Guaranty and Security Agreement shall become effective as to any Guarantor Grantor when a counterpart hereof executed on behalf of such Guarantor Grantor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Grantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorGrantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Grantor shall have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any such attempted assignment shall be void). If all of , except as expressly contemplated by this Guaranty and Security Agreement or the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionother Secured Transaction Documents. This Guaranty and Security Agreement shall be construed as a separate agreement with respect to each Guarantor of the Grantors and may be amended, modified, supplemented, waived or otherwise modified or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors Guarantor that are contained in this Agreement Guaranty shall bind and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Agreement Guaranty shall become effective as to any the Guarantor when a counterpart hereof executed on behalf of such the Guarantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such the Guarantor and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of such the Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and permitted assigns, except that no the Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all ) without the prior written consent of the capital stock of a Guarantor is sold, transferred Required Lenders or as otherwise disposed of pursuant to a transaction permitted by the Credit Agreement. The Administrative Agent is hereby expressly authorized to, such and agrees upon request of the Borrower it will, release any Guarantor shall be released from its obligations hereunder (including its Guaranty) in upon payment in full of the Guaranteed Obligations, or as otherwise permitted under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunderCredit Agreement.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors any Grantor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Grantor when a counterpart hereof executed on behalf of such Guarantor Grantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor Grantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorGrantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Grantor shall have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor of the Grantors and may be amended, modified, supplemented, waived or otherwise modified or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors Parent that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor the Parent when a counterpart hereof executed on behalf of such Guarantor the Parent shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor the Parent and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantorthe Parent, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor the Parent shall not have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If Subject to Section 9.03 of the Collateral Agency and Intercreditor Agreement, if all of the capital stock of the Borrower or a Guarantor Subsidiary Loan Party is sold, transferred or otherwise disposed of to a Person other than the Borrower or a Subsidiary Loan Party pursuant to a transaction permitted by the Credit Agreementthat does not violate any Secured Instrument, such Guarantor capital stock shall be released from its obligations any security interest, lien or encumbrance created under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in ---------------------------------------------- this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of (other than to Holdings or a Subsidiary of Holdings) pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentSecured Party, and a counterpart hereof shall have been executed on behalf of the Administrative AgentSecured Party, and thereafter shall be binding upon such Guarantor and the Administrative Agent Secured Party and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersSecured Party, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentLender, and a counterpart hereof shall have been executed on behalf of the Administrative AgentLender, and thereafter shall be binding upon such Guarantor and the Administrative Agent Lender and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the LendersLender, and their its respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in ---------------------------------------------- this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative AgentLender, and a counterpart hereof shall have been executed on behalf of the Administrative AgentLender, and thereafter shall be binding upon such Guarantor and the Administrative Agent Lender and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent Lender and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof (or a Supplement referred to in Section 23) executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof (or a Supplement referred to in Section 23) shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent, and their respective successors and assigns, enforceable by such Pledgor against the Collateral Agent and by the Collateral Agent against such Pledgor, and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Obligees, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Credit Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall not have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Transaction Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Credit Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.04 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock Capital Stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; , and all covenants, promises and agreements by or on behalf of the Guarantors parties that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to the Borrower or any Guarantor Guarantor, as the case may be, when a counterpart hereof executed on behalf of the Borrower or a counterpart hereof (or a Supplement referred to in Section 22) executed on behalf of such Guarantor Guarantor, as the case may be, shall have been delivered to the Administrative Agent, and a counterpart hereof (or a Supplement referred to in Section 22) shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon the Borrower, such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, such Guarantor, the Administrative Agent Agent, the other Lenders and the LendersIssuing Banks, and their respective successors and assigns, except that no neither the Borrower nor any Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of the Borrower or any other Guarantor and without affecting the obligations of the Borrower or any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that (i) no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void)) and (ii) any assignment by the Administrative Agent must be in accordance with the Credit Agreement. If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock Equity Interests of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Grantor that are contained in this Security Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Security Agreement shall become effective as to any Guarantor Grantor when a counterpart hereof executed on behalf of such Guarantor Grantor shall have been delivered to the Administrative Agent, Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and Grantor, the Administrative Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of such GuarantorGrantor, the Administrative Agent and the Lenders, Lenders and their respective successors and assigns, except that no Guarantor none of the Grantors shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of , except as expressly contemplated by this Security Agreement or the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionother Loan Documents. This Security Agreement shall be construed as a separate agreement with respect to each Guarantor of the Grantors and may be amended, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the LendersSecured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit AgreementAgreement and the Letter of Credit Facility, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Grantor that are contained in this Security Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Security Agreement shall become effective as to any Guarantor Grantor when a counterpart hereof executed on behalf of such Guarantor Grantor shall have been delivered to the Administrative Agent, Lender and a counterpart hereof shall have been executed on behalf of the Administrative AgentLender, and thereafter shall be binding upon such Guarantor Grantor, the Lender and the Administrative Agent and their respective its successors and assigns, and shall inure to the benefit of such GuarantorGrantor, the Administrative Agent Lender and the Lenders, and their respective its successors and assigns, except that no Guarantor none of the Grantors shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of , except as expressly contemplated by this Security Agreement or the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionother Loan Documents. This Security Agreement shall be construed as a separate agreement with respect to each Guarantor of the Grantors and may be amended, modified, supplemented, waived or released with respect to any Guarantor Grantor without the approval of any other Guarantor Grantor and without affecting the obligations of any other Guarantor Grantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Support Documents. If Subject to Section 9.03 of the Collateral Agency and Intercreditor Agreement, if all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not a Pledgor pursuant to a transaction permitted by the Credit Agreementthat does not violate any Secured Instrument, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Subsidiary Guarantor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock Equity Interests of a Subsidiary Guarantor is are sold, transferred or otherwise disposed of (other than to Borrower or an Affiliate thereof) pursuant to a transaction permitted by the Credit Agreement, or if the existence of a Subsidiary Guarantor is terminated pursuant to subsection 5.2 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and permitted assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and permitted assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and permitted assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor or the Guarantors Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrowers pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in ---------------------------------------------- this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of (other than to a Loan Party) pursuant to a transaction permitted by the Credit AgreementAgreement (or any waiver thereof), such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto hereto, or any party benefitted hereby, is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.02 of the Credit Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If A Pledgor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Pledgor shall be automatically released in the event that all of the capital stock of a Guarantor is such Pledgor shall be sold, transferred or otherwise disposed of pursuant to a transaction permitted person that is not an Affiliate of any Borrower (i) in accordance with the terms of Section 6.05 of the Credit Agreement or (ii) if the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02(b) of the Credit Agreement, the security interest in such Guarantor Collateral shall be released from its obligations under this Agreement without further actionautomatically released. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever ---------------------------------------------- in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of to a person that is not Affiliate of the Borrower pursuant to a transaction permitted by Section 6.06 of the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.06 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Guarantor Pledgor (other than the Borrower) is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 5.03 of the Credit Term Loan Agreement, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto the Secured Parties and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Support Documents. If Subject to Section 9.03 of the Collateral Agency and Intercreditor Agreement, if all of the capital stock of a Guarantor Pledgor is sold, transferred or otherwise disposed of to a Person that is not a Pledgor pursuant to a transaction permitted by the Credit Agreementthat does not violate any Secured Instrument, such Guarantor Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.each

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no such Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any of the Guarantors parties hereto that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and permitted assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother First Priority Secured Parties, and their respective successors and permitted assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Pledged Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction except as permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, restated, amended and restated, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of In the capital stock of event that a Guarantor is sold, transferred or otherwise disposed of ceases to be a Subsidiary pursuant to a transaction permitted by under the Credit AgreementLoan Documents, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor or the Guarantors Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor Pledgor when a counterpart hereof executed on behalf of such Guarantor Pledgor shall have been delivered to the Administrative Agent, Collateral Agent and a counterpart hereof shall have been executed on behalf of the Administrative Collateral Agent, and thereafter shall be binding upon such Guarantor Pledgor and the Administrative Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such GuarantorPledgor, the Administrative Collateral Agent and the Lendersother Secured Parties, and their respective successors and assigns, except that no Guarantor Pledgor shall have the right to assign its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted except as expressly contemplated by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further actionor the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Guarantor Pledgor without the approval of any other Guarantor Pledgor and without affecting the obligations of any other Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to Borrower and any Guarantor Guarantor, respectively, when a counterpart hereof executed on behalf of Borrower or such Guarantor Guarantor, as the case may be, shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed and delivered on behalf of the Administrative Agent, and thereafter shall be binding upon Borrower, such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of Borrower, such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Borrower or Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be 109 construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.