Common use of GOVERNING LAW; Assignment; Jurisdiction; Notices Clause in Contracts

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKCONNECTICUT. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and on behalf of the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkHartford, New York Connecticut in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender and the Lenders may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s and the Lenders’ possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at such office as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its respective successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of each of the Administrative Agent, Agent and the Lenders, Lenders and their respective permitted successors and assigns and the Administrative Agent and the Lenders any Lender may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, New York County or the Southern District of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any an each Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any permitted assignee of or permitted participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantorthe Guarantors, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit Agreementapplicable Guarantors at the address set forth below or at such other address in the United States as may be specified by a Guarantor in a written notice delivered to the Agent at such office as the Agent may designate for such purpose from time to time in a written notice to the Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Collateral Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Collateral Agent (for the Lendersbenefit of the Secured Parties), and their respective successors and assigns assigns, and the Administrative Agent and the Lenders Secured Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, the state of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Collateral Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each Subject to the confidentiality provisions set forth in the Intercreditor Agreement, the Guarantor agrees that the Administrative Collateral Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Collateral Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty Guaranty, and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Collateral Agent at such office as the Collateral Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor the undersigned and its successors and assigns, provided that no Guarantor the undersigned may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and on behalf of the Lenders Lender Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender Parties and their respective successors and assigns and each of the Administrative Agent and the Lenders Lender Parties may, without notice to any Guarantor the undersigned and without affecting any Guarantorthe undersigned’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor The undersigned hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Lender Party in connection with such action or proceeding shall be binding on a Guarantor the undersigned if sent to such Guarantor the undersigned by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantorthe undersigned. Each Guarantor The undersigned agrees that the Administrative Agent or any Lender Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Lender Parties’ possession concerning such Guarantorthe undersigned, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the undersigned under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit Agreementundersigned at its address set forth below or at such other address in the United States as may be specified by the undersigned in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the undersigned.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of North Carolina. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s 's obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s 's possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and permitted assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, the Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, the Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, in each caseLITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, to the extent permitted under the Credit AgreementWHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND Form of Company Guaranty UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, New York in any action or proceeding arising out of or relating to this GuarantyLITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. The Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject the law of the State of New York (without giving effect to the terms conflicts of the Credit Agreement, this law provisions thereof). This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Creditor Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Credit Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and therewith. Each of the parties hereto (x) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may discloselaw, and (y) consents to the extent permitted by service of process out of any of the aforementioned courts, in the manner provided in Section 10.07 10.02 of the Credit Agreement, to any assignee (A) in the case of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such , at the address provided in the Credit Agreement and (B) in the case of a Guarantor, this Guaranty and any security for this Guarantyat its address set forth opposite its signature page below. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the manner set forth in Section 10.02 of the Credit Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Creditor Party, as provided in the Credit Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under accordance with the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document for recognition or enforcement of any judgment, and each Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Guaranty shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty, any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement against such Guarantor or its properties in the courts of any jurisdiction. Each Guarantor hereby waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty, any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement in any court referred to above and (ii) each Guarantor hereby waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information made in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security manner provided for this Guarantynotices below. All notices and other communications (including any service of process) to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to each Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by the applicable Guarantor in a written notice delivered to the Administrative Agent at the Administrative Agent’s Office.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, in each caseLITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, to the extent permitted under the Credit AgreementWHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, New York in any action or proceeding arising out of or relating to this GuarantyLITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. The Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, in each caseFOR ITSELF AND ITS PROPERTY, to the extent permitted under the Credit AgreementTO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, New York in any action or proceeding arising out of or relating to this GuarantyTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Each Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by in accordance with Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under accordance with the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document for recognition or enforcement of any judgment, and the Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Guaranty shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty, any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor hereby waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty, any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement in any court referred to above and (ii) the Guarantor hereby waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information made in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security manner provided for this Guarantynotices below. All notices and other communications (including any service of process) to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at the Administrative Agent’s Office.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKCONNECTICUT. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and on behalf of the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkHartford, New York Connecticut in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender and the Lenders may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Agents, and the Lenders’ possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at such office as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject the law of the State of New York (without giving effect to the terms conflicts of the Credit Agreement, this law provisions thereof). This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Holders and their respective successors and assigns and the Administrative Agent and the Lenders Holders may, without notice to any Guarantor in accordance with the Note Purchase Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, assign or sell or grant participations in the Guaranteed Obligations Notes and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and therewith. Each of the parties hereto (x) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (y) consents to the service of process out of any of the aforementioned courts, in the manner provided in Section 22.7 of the Note Purchase Agreement, to (A) in the case of the Holders, at the address provided in the Note Purchase Agreement and (B) in the case of a Guarantor if sent to such Guarantor by registered or certified mail Guarantor, at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of set forth opposite its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guarantysignature page below. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the Credit manner set forth in Section 22.7 of the Note Purchase Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Holder, as provided in the Note Purchase Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United Form of Guaranty States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Secured Party in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender Secured Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderSecured Party’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to Administrative Agent at such office as Administrative Agent may designate for such purpose from time to time in a written notice to Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKCALIFORNIA. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and assigns and the Administrative Agent and the Lenders Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New Yorkthe County of Los Angeles, New York State of California, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Secured Party in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender Secured Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderSecured Party’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to Administrative Agent at such office as Administrative Agent may designate for such purpose from time to time in a written notice to Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Guaranteed Parties and their respective successors and assigns and the Administrative Agent and the Lenders Guaranteed Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Guaranteed Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Guaranteed Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderGuaranteed Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and each other Secured Party and their respective successors and assigns and the Administrative Agent and the Lenders each Secured Party may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantorin the manner set forth below. Each The Guarantor agrees that the Administrative Agent or any Lender and each other Secured Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderSecured Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Guarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the Credit Agreementtransactions contemplated by this Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court and (b) the Guarantors shall be solely responsible, on a joint and several basis, to pay all fees and expenses of any referee appointed in such action or proceeding.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent, the Sustainability Structuring Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s, the Sustainability Structuring Agent’s or such LenderXxxxxx’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE GUARANTORS AND THE GUARANTEED PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted such assignment without such consent shall be null and void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Guaranteed Parties and their respective successors and permitted assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Term Loan Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, in each caseFOR ITSELF AND ITS PROPERTY, to the extent permitted under the Credit AgreementTO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY ADMINISTRATIVE AGENT OR, New York in any action or proceeding arising out of or relating to this GuarantyANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this GuarantyEACH GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE TERM LOAN AGREEMENT. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit AgreementNOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Guaranteed Parties and their respective successors and assigns and the Administrative Agent and the Lenders Guaranteed Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, in each caseLITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, to the extent permitted under the Credit AgreementWHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY GUARANTEED PARTY OR ANY RELATED PARTY THEREOF IN ANY WAY RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE GUARANTOR AND EACH GUARANTEED PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably EACH OF THE GUARANTOR AND EACH GUARANTEED PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY GUARANTEED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE PARTIES AGREE, HOWEVER, THAT IF ALL SUCH NEW YORK COURTS DECLINE JURISDICTION OVER ANY PERSON, OR DECLINE (iOR, IN THE CASE OF THE FEDERAL DISTRICT COURT, LACK) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkJURISDICTION OVER ANY SUBJECT MATTER OF SUCH ACTION OR PROCEEDING, New York in any action or proceeding arising out of or relating to this GuarantyAN ACTION OR PROCEEDING MAY BE BROUGHT WITH RESPECT THERETO IN ANOTHER COURT HAVING JURISDICTION, and AND THAT IN THE EVENT AN ACTION OR PROCEEDING IS BROUGHT AGAINST ANY PARTY HERETO OR INVOLVING ANY OF ITS ASSETS OR PROPERTY IN ANOTHER COURT (iiWITHOUT ANY COLLUSIVE ASSISTANCE BY SUCH PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES), SUCH PARTY MAY ASSERT ANY CLAIM OR DEFENSE (INCLUDING ANY CLAIM OR DEFENSE THAT THIS SECTION WOULD OTHERWISE REQUIRE TO BE ASSERTED IN A LEGAL PROCEEDING IN A NEW YORK COURT) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingIN ANY SUCH ACTION OR PROCEEDING. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTOR OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS PARAGRAPH. EACH OF THE GUARANTOR AND EACH GUARANTEED PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Service of process by the Administrative Agent any Guaranteed Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor in care of the Borrower by registered or certified mail at its the Borrower’s address specified below in Schedule 10.02 to the Credit Agreement or such other address as from time to time notified by such the Guarantor. Each Nothing in this Guaranty will affect the right of any Guaranteed Party to serve process in any other manner permitted by applicable law. The Guarantor agrees that the Administrative Agent or any Lender Guaranteed Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderGuaranteed Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Guarantor in care of the Borrower at the Borrower’s address specified in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Hasbro SA Obligations and this Guaranty, in whole or in part, in each case, part to the extent permitted under set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. Each Guarantor party hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and the United States District Court of the Southern District of New York, New York and any Appellate Court from any thereof, in any action or proceeding arising out of or relating ActiveUS 170689984v.4 to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection therewith. Each party hereto irrevocably consents to the venue of any such action or proceeding. Service service of process by in the Administrative Agent manner provided for notices in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 10.02 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit AgreementAgreement to the Guarantor at its address set forth below or at such other address as may be specified by the Guarantor in a written notice delivered to the Administrative Agent.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKTEXAS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Guaranteed Parties and their respective successors and assigns and the Administrative Agent and the Lenders Guaranteed Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any the courts of the State of Texas sitting in Dallas County and of the United States Federal or State District Court of the Northern District of Texas, Dallas Division, and any appellate court sitting in New York, New York from any thereof in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Guaranteed Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Guaranteed Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderGuaranteed Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE). Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, other Guaranteed Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreementassigns. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the City of New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any other Guaranteed Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender and the other Guaranteed Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its their respective rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderGuaranteed Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be made in accordance with the manner set forth in Section 10.02 of the Credit AgreementAgreement and, in the case of each Guarantor, to such Guarantor in care of the Borrower.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreementassigns. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkYork City, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for the Guarantor or this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of North Carolina. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender Parties and their respective successors and assigns and the Administrative Agent and the Lenders Lender Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, part in each case, to accordance with the extent permitted under terms of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Lender Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may discloseParty may, subject to the extent permitted by Section 10.07 confidentiality requirements of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderLender Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Agent, with Required Lenders approval (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns assigns, in each case for the benefit of the Secured Parties, and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Secured Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Secured Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such LenderSecured Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, in each caseFOR ITSELF AND ITS PROPERTY, to the extent permitted under the Credit AgreementTO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Form of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Subsidiary Guaranty Each Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms law of the Credit AgreementState of New York applicable to contracts executed, this and to be fully performed, in such State. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Creditor Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Term Loan Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction and unconditionally agrees that it will not commence any action, litigation or proceeding of any United States Federal kind or State court sitting description, whether in New Yorklaw or equity, New York whether in contract or in tort or otherwise, against the Creditor Parties or any of their affiliates in any action or proceeding arising out of or way relating to this Guaranty, any other Loan Document, the agreement regarding fees or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and (ii) waives of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by law applicable law, in such federal court; provided that nothing in this Guaranty shall limit the right of the Creditor Parties to commence any defense asserting an inconvenient forum proceeding in connection therewith and the federal or state courts of any objection other jurisdiction to the venue extent such Creditor Party determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. Each of the parties hereto (x) agrees that a final judgment in any such action or proceeding. Service of process by the Administrative Agent in connection with such action action, litigation or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (y) consents to the service of process out of any of the aforementioned courts, in the manner provided in Section 10.02 of the Term Loan Agreement, to (A) in the case of the Administrative Agent, at the address provided in the Term Loan Agreement and (B) in the case of a Guarantor if sent to such Guarantor by registered or certified mail Guarantor, at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of set forth opposite its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guarantysignature page below. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the Credit manner set forth in Section 10.02 of the Term Loan Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Creditor Party, as provided in the Term Loan Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and ActiveUS 170689984v.4 without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, part to the extent permitted under set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. Each Guarantor party hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and the United States District Court of the Southern District of New York, New York and any Appellate Court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection therewith. Each party hereto irrevocably consents to the venue of any such action or proceeding. Service service of process by in the Administrative Agent manner provided for notices in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 10.02 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit AgreementAgreement to the Guarantor at its address set forth below or at such other address as may be specified by the Guarantor in a written notice delivered to the Administrative Agent.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms law of the Credit AgreementState of New York, this without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive nonexclusive jurisdiction of any the United States Federal or District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of competent jurisdiction sitting in New YorkYork (and all appropriate appellate courts), New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor and Administrative Agent under this Guaranty shall be in accordance with writing and shall be delivered in the manner set forth in Section 8.02 of the Credit AgreementAgreement to the addresses specified therein for such Person.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORKYORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Creditor Parties and their respective successors and assigns and the Administrative Agent assigns, and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Term Loan Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, in each caseLITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, to the extent permitted under the Credit AgreementWHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE CREDITOR PARTIES OR ANY OF THEIR AFFILIATES IN ANY WAY RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, THE AGREEMENT REGARDING FEES OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT; PROVIDED THAT NOTHING IN THIS GUARANTY SHALL LIMIT THE RIGHT OF THE CREDITOR PARTIES TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT SUCH CREDITOR PARTY DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS. Each Guarantor hereby irrevocably EACH OF THE PARTIES HERETO (iX) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkAGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, New York in any action or proceeding arising out of or relating to this GuarantyLITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW, and AND (iiY) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may discloseCONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS, to the extent permitted by Section 10.07 of the Credit AgreementIN THE MANNER PROVIDED IN SECTION 10.02 OF THE TERM LOAN AGREEMENT, to any assignee of or participant in(A) IN THE CASE OF THE ADMINISTRATIVE AGENT, or any prospective assignee of or participant inAT THE ADDRESS PROVIDED IN THE TERM LOAN AGREEMENT AND (B) IN THE CASE OF A GUARANTOR, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this GuarantyAT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE PAGE BELOW. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the Credit manner set forth in Section 10.02 of the Term Loan Agreement and shall be addressed to such party at (i) in the case of any Creditor Party, as provided in the Term Loan Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE COMMONWEALTH OF NEW YORKMASSACHUSETTS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no each Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, other Guaranteed Parties and their respective successors and assigns assigns, and the Administrative Agent and the Lenders may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, pursuant to the extent permitted terms of and in connection with any sale or assignment under Section 10.06 of the Credit Agreement. Each Guarantor hereby irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any the United States Federal or State court District Court of the District of Massachusetts and the courts of the Commonwealth of Massachusetts sitting in New Yorkthe City of Boston, New York Massachusetts in any action action, litigation or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any other Guaranteed Party in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender and the other Guaranteed Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its their respective rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderGuaranteed Party’s possession concerning such Guarantorthe Guarantors, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be made in accordance with the manner set forth in Section 10.02 of the Credit AgreementAgreement and, in the case of each Guarantor, to such Guarantor in care of the Borrower.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under accordance with the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan Document for recognition or enforcement of any judgment, and (ii) waives the Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law applicable Law, in such federal court. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Guaranty shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor hereby waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to above and the Guarantor hereby waives any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantormade in the manner provided for notices below. Each The Guarantor agrees that the Administrative Agent or any Lender Secured Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or any such LenderSecured Party’s possession concerning such the Guarantor, this Guaranty and any security for this GuarantyGuaranty in accordance with Section 10.07 of the Credit Agreement and only to the extent that such assignment or participation is permitted pursuant to Section 10.06 of the Credit Agreement. All notices and other communications (including any service of process) to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit Agreement.Guarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at the Administrative Agent’s Office. Company Guaranty

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF the internal laws of the State of NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent (for the Lenders, benefit of the Guarantee Beneficiaries) and their respective its successors and assigns and the Administrative Agent and the Lenders each Guarantee Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State state court sitting in the State of New York, County of New York and the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (iii) agrees it will not bring action in any objection to the venue action, litigation or proceeding of any such action kind or proceedingdescription against the Administrative Agent or any Guarantee Beneficiary or any Affiliate thereof relating hereto or to any other Loan Document in any court, tribunal or similar, except those referenced in the foregoing clause (i). Service of process by the Administrative Agent in connection with any such action or proceeding shall be binding on a the Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be delivered in accordance with the Credit Agreement.delivery of notices as set forth in Section 10.02

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Credit Parties and their respective successors and permitted assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Credit Party in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, any Credit Party may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such LenderCredit Party’s possession concerning such Guarantor, each Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any each Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to Administrative Agent at such office as Administrative Agent may designate for such purpose from time to time in a written notice to such Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no each Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any each Guarantor and without affecting any each Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent and the Lenders in connection with such action or proceeding shall be binding on a each Guarantor if sent to such each Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such each Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender and the Lenders may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such any Lender’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any each Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to each Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by each Guarantor in a written notice delivered to the Agent at such office as the Agent may designate for such purpose from time to time in a written notice to each Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and permitted assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, the Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations ​ of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, the Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, Banks and their respective successors and assigns and the Administrative Agent and the Lenders Banks may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender and the Banks may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s Agent or such Lenderany other Bank’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE COMMONWEALTH OF NEW YORKVIRGINIA. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkFairfax County, New York Virginia in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lenders in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time pursuant to time notified by such Guarantorthe terms of the Credit Agreement. Each The Guarantor agrees that the Administrative Agent or any Lender Lenders may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Lenders’ possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications Guaranty pursuant to any Guarantor under this Guaranty shall be in accordance with the terms of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its Guaranty Agreement successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Secured Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective its successors and assigns and the Administrative Agent and the Lenders Secured Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s 's obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Secured Parties in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Secured Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Secured Parties' possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Secured Parties at such office as the Secured Parties may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION Form of Company Guaranty (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, in each caseLITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, to the extent permitted under the Credit AgreementWHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, New York in any action or proceeding arising out of or relating to this GuarantyLITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. The Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.. Form of Company Guaranty

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, Banks and their respective successors and assigns and the Administrative Agent and the Lenders Banks may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender and the Banks may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s Agent or such Lenderany other Bank’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor. 17.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent, the Sustainability Structuring Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s, the Sustainability Structuring Agent’s or such LenderXxxxxx’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKCALIFORNIA. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and assigns and the Administrative Agent and the Lenders Lender may, without notice to any Guarantor and without affecting any each Guarantor’s several and joint obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkSan Francisco, New York California in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantorthe Guarantors, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile to such Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to such Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKILLINOIS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any such Guarantor and without affecting any such Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkChicago, New York Illinois in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender in connection with such action or proceeding shall be binding on a Guarantor the Guarantors if sent to such the applicable Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the applicable Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit Agreementapplicable Guarantor at its address set forth below or at such other address in the United States as may be specified by the applicable Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms law of the Credit AgreementState of New York, this without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any the United States Federal or District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of competent jurisdiction sitting in New YorkYork County (and all appropriate appellate courts), New York in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan DOCUMENT, and (iiII) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in such Federal court, (iii) waives to the fullest extent permitted by law (A) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any such Federal or state court and (B) any defense asserting an inconvenient forum in connection therewith therewith, and (iv) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered law. Nothing in this Guaranty or certified mail at its address specified below or such in any other address as from time to time notified by such Guarantor. Each Guarantor agrees Loan Document shall affect any right that the Administrative Agent or any Lender may disclose, otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against any Guarantor or the extent permitted by properties of such party in the courts of any jurisdiction. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.07 8.02(a) of the Credit Agreement, . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law. Each Guarantor agrees that Administrative Agent may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations hereunder any and all information in the Administrative Agent’s or such Lender’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor and Administrative Agent under this Guaranty shall be in accordance with writing and shall be delivered in the manner set forth in Section 8.02 of the Credit AgreementAgreement to the addresses specified therein for such Person.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, in each caseLITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, to the extent permitted under the Credit AgreementWHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES Form of Company Guaranty THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, New York in any action or proceeding arising out of or relating to this GuarantyLITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. The Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Beneficiaries (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Beneficiary and their respective its successors and assigns and the Administrative Agent and the Lenders each Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Guarantied Obligations and this Guaranty, in whole or in part. THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, in each caseFOR ITSELF AND ITS PROPERTY, to the extent permitted under the Credit AgreementTO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT ANY BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Form of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Company Guaranty The Guarantor agrees that the Administrative Agent or any Lender Beneficiary may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Guarantied Obligations any and all information in the Administrative Agent’s or such LenderBeneficiary’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be provided in accordance with the manner set forth for notices in Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no a Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent (for the Lenders, benefit of the Guarantee Beneficiaries) and their respective its successors and assigns and the Administrative Agent and the Lenders each Guarantee Beneficiary may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State state court sitting in the State of New York, County of New York and the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (iii) agrees it will not bring action in any objection to the venue action, litigation or proceeding of any such action kind or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that description against the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, Guarantee Beneficiary or any Affiliate thereof relating hereto or to any assignee of other Loan Document in any court, tribunal or participant insimilar, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information except those referenced in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guarantyforegoing clause (i). All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.SERVICE OF PROCESS BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING SHALL BE BINDING ON A GUARANTOR IF DELIVERED TO THE

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender Parties and their respective successors and assigns and the Administrative Agent and the Lenders Lender Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, as provided in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender Parties in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any each Lender Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderLender Party’s possession concerning such the Guarantor, this Guaranty and any security for this GuarantyGuaranty as provided in the Credit Agreement. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its his or her successors and assigns, provided that no Guarantor may assign its his or her rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Creditor and their respective its successors and assigns and the Administrative Agent and the Lenders any Creditor may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Creditor in connection with such action or proceeding shall be binding on a any Guarantor if sent to such Guarantor by registered or certified mail at its address specified below on Annex I attached hereto or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender each Creditor may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderCreditor’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth on Annex I attached hereto or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to Agent at such office as Agent may designate for such purpose from time to time in a written notice to such Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the Lenders, other Beneficiaries and their respective successors and assigns and the Administrative Agent and the Lenders each Lender may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the Borough of Manhattan in New YorkYork City, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any other Beneficiary in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any each Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below its signature page hereto or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Borrower.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent (for the Lenders, benefit of the Guarantee Beneficiaries) and their respective its successors and assigns and the Administrative Agent and the Lenders each Guarantee Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State state court sitting in the State of New York, County of New York and the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (iii) agrees it will not bring action in any objection to the venue action, litigation or proceeding of any such action kind or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that description against the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, Guarantee Beneficiary or any Affiliate thereof relating hereto or to any assignee of other Loan Document in any court, tribunal or participant insimilar, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information except those referenced in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guarantyforegoing clause (i). All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.SERVICE OF PROCCESS BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING SHALL BE BINDING ON THE GUARANTOR IF DELIVERED IN ACCORDANCE WITH DELIVERY OF NOTICES AS SET FORTH IN SECTION 10.02

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s 's obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s 's possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior ​ ​ ​ written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Credit Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Credit Party in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, any Credit Party may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such LenderCredit Party’s possession concerning such Guarantor, each Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any each Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to Administrative Agent at such office as Administrative Agent may designate for such purpose from time to time in a written notice to such Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKNORTH CAROLINA. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF the internal laws of the State of NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no a Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent (for the Lenders, benefit of the Guarantee Beneficiaries) and their respective its successors and assigns and the Administrative Agent and the Lenders each Guarantee Beneficiary may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State state court sitting in the State of New York, County of New York and the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (iii) agrees it will not bring action in any objection to the venue action, litigation or proceeding of any such action kind or proceedingdescription against the Administrative Agent or any Guarantee Beneficiary or any Affiliate thereof relating hereto or to any other Loan Document in any court, tribunal or similar, except those referenced in the foregoing clause (i). Service of process by the Administrative Agent in connection with any such action or proceeding shall be binding on a A Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be delivered TO THE COMPANY in accordance with the Credit Agreement.delivery of notices as set forth in Section 10.02

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKCALIFORNIA. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and permitted assigns and the Administrative Agent and the Lenders Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under the Credit AgreementLoan Documents. Each Guarantor hereby Party hereto irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkSan Francisco, New York California in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and therewith. Nothing in this Guaranty or in any objection other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the venue Guarantor or any other Loan Party or its properties in the courts of any such action or proceedingjurisdiction. Service of process by the Administrative Agent any party in connection with such action or proceeding shall be binding on a Guarantor such other party if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time party in accordance with Section 9.13(c) of the Credit Agreement. Subject to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 9.07 of the Credit Agreement, the Guarantor agrees that the Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty the Guarantor and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with delivered pursuant to Section 9.02 of the Credit AgreementAgreement to the Guarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ALL CLAIMS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, BY THE INTERNAL LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and on behalf of the Lenders Guaranteed Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Guaranteed Parties and their respective successors and assigns and the Administrative Agent and the Lenders Guaranteed Parties may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. EACH GUARANTOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER TEXAS, in each caseIN ANY DISPUTE, to the extent permitted under the Credit AgreementACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO THIS GUARANTY, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, New York in any action or proceeding arising out of or relating to this GuarantyOBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingVENUE OR INCONVENIENT FORUM. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND EACH GUARANTOR AND THE ADMINISTRATIVE AGENT CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.01

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Guaranteed Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Guaranteed Parties and their respective successors and assigns and the Administrative Agent and the Lenders Guaranteed Parties may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Guaranteed Parties in connection with such action or proceeding shall be binding on a Guarantor the Guarantors if sent to such Guarantor the Guarantors by registered or certified mail at its their address specified below or such other address as from time to time notified by such Guarantorthe Guarantors. Each Guarantor agrees that the Administrative Agent or any Lender Guaranteed Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Guaranteed Parties’ possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantors at their address set forth below or at such other address in the United States as may be specified by the Guarantors in a written notice delivered to the Guaranteed Parties at such office as the Guaranteed Parties may designate for such purpose from time to time in a written notice to the Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms law of the Credit AgreementState of New York, this without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any the United States Federal or District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of competent jurisdiction sitting in New YorkYork County (and all appropriate appellate courts), New York in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan Document, and (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court, (iii) waives to the fullest extent permitted by law (A) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any such Federal or state court and (B) any defense asserting an inconvenient forum in connection therewith therewith, and (iv) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered law. Nothing in this Guaranty or certified mail at its address specified below or such in any other address as from time to time notified by such Guarantor. Each Guarantor agrees Loan Document shall affect any right that the Administrative Agent or any Lender may disclose, otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against Guarantor or the extent permitted by properties of such party in the courts of any jurisdiction. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.07 8.02(a) of the Credit Agreement, . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law. Guarantor agrees that Administrative Agent may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations hereunder any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor and Administrative Agent under this Guaranty shall be in accordance with writing and shall be delivered in the manner set forth in Section 8.02 of the Credit AgreementAgreement to the addresses specified therein for such Person.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and permitted assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, the Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, the Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders each Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, subject to the extent permitted under Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, Subject to the extent permitted by Section 10.07 of the Credit Agreement, the Guarantor agrees that the Administrative Agent may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this Commonwealth of Massachusetts. This Guaranty shall (a) bind each Guarantor the Guarantors and its their successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and each Lender and their respective successors and assigns and the Administrative Agent and the Lenders each Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York the District of Massachusetts in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender in connection with such action or proceeding shall be binding on a Guarantor the Guarantors if sent to such Guarantor Guarantors by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorGuarantors. Each Guarantor agrees The Guarantors agree that the Administrative Agent or any and each Lender may disclosemay, subject to the extent permitted by Section 10.07 of confidentiality provisions contained in the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, other Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders other Secured Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that in the Administrative Agent or any Lender may disclose, to the extent permitted by manner set forth in Section 10.07 9.02 of the Credit Agreement, . The Guarantor agrees that any Secured Parties may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderSecured Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, subject to the confidentiality provisions of Section 9.07 of the Credit Agreement. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Guarantor at its address as set forth in Section 9.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Bank (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Bank and their respective its successors and assigns and the Administrative Agent and the Lenders Bank may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New York, New York York, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Bank in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Bank may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderBank’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Bank at such office as the Bank may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor the Guarantors if sent to such Guarantor the Guarantors by registered or certified mail at its the address specified below or such other address as from time to time notified by such Guarantorthe Guarantors. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantors at their addresses set forth below or at such other address in the United States as may be specified by the Guarantors in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted such assignment without such consent shall be null and void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Credit Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (iii) waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action or proceedingproceeding or arising out of relating to this Guaranty or any other Loan Document in any court referred to in clause (i). Service Each of process by the Administrative Agent parties hereto (x) agrees that a final judgment in connection with any such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may discloselaw, and (y) consents to the extent permitted by service of process out of any of the aforementioned courts, in the manner provided in Section 10.07 10.02 of the Credit Agreement, to any assignee (A) in the case of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such , at the address provided in the Credit Agreement and (B) in the case of a Guarantor, this Guaranty and any security for this Guarantyat its address set forth opposite its signature page below. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the manner set forth in Section 10.02 of the Credit Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Secured Party, as provided in the Credit Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Required Holders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, holders of Notes and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any holder of Notes in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 20 of the Credit Agreement, any holder of Notes may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such Lenderholder’s possession concerning such Guarantor, each Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any each Guarantor under this Guaranty shall be in accordance with the Credit Agreementwriting and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor the Guarantors and its their respective successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under accordance with the Credit Agreement. Each Guarantor The Guarantors hereby irrevocably (i) submits submit to the non-non exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan Document for recognition or enforcement of any judgment, and (ii) waives the Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law applicable Law, in such federal court. The Guarantors agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Guaranty shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantors or their respective properties in the courts of any jurisdiction. The Guarantors hereby waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to above and the Guarantors hereby waive any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantormade in the manner provided for notices below. Each Guarantor agrees The Guarantors agree that the Administrative Agent or any Lender Secured Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or any such LenderSecured Party’s possession concerning such any Guarantor, this Guaranty and any security for this GuarantyGuaranty in accordance with Section 10.07 of the Credit Agreement and only to the extent that such assignment or participation is permitted pursuant to Section 10.06 of the Credit Agreement. All notices and other communications (including any service of process) to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to each Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by any Guarantor in a written notice delivered to the Administrative Agent at the Administrative Agent’s Office.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE COMMONWEALTH OF NEW YORKMASSACHUSETTS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Bank (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Bank and their respective its successors and assigns and the Administrative Agent and the Lenders Bank may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New YorkBoston, New York Massachusetts in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Bank in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or {Client Files/BAN/060808/0558/2015/03278721.DOCX;2} 4836-5989-2149.7 certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Bank may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderBank’s possession concerning such the Guarantor, this Guaranty and any security for this GuarantyGuaranty subject to all confidentiality obligations Bank has to Guarantor. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Bank at such office as the Bank may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKTEXAS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and assigns and the Administrative Agent and the Lenders Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkHouston, New York Texas] in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of The confidentiality provision under the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for Agreement shall govern disclosures under this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s 's obligations hereunder, assign, sell or grant participations in the Guaranteed Hasbro SA Obligations and this Guaranty, in whole or in part, in each case, part to the extent permitted under set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. Each Guarantor party hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and the United States District Court of the Southern District of New York, New York and any Appellate Court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection therewith. Each party hereto irrevocably consents to the venue of any such action or proceeding. Service service of process by in the Administrative Agent manner provided for notices in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 10.02 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit AgreementAgreement to the Guarantor at its address set forth below or at such other address as may be specified by the Guarantor in a written notice delivered to the Administrative Agent.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and permitted assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, the Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, the Guarantor this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE GUARANTORS AND THE GUARANTEED PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted such assignment without such consent shall be null and void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lenders and their respective successors and assigns and the Administrative Agent permitted assigns, and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Credit Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, in each caseFOR ITSELF AND ITS PROPERTY, to the extent permitted under the Credit AgreementTO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkEACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY ADMINISTRATIVE AGENT, New York in any action or proceeding arising out of or relating to this GuarantyANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such GuarantorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this GuarantyEACH GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit AgreementNOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, and the Lenders, other Lender Parties and their respective successors and assigns and the Administrative Agent and the Lenders each Lender Party may, without notice to any Guarantor and without affecting any each Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under by the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State New York state court sitting in New York, New York City in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on a each Guarantor if sent to such Guarantor Borrower by registered or certified mail at its the address for the Borrower specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that in the Administrative Agent or any Lender may disclose, to Credit Agreement and in the extent permitted by manner provided for notices in Section 10.07 9.7 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent (for the Lenders, benefit of the Guarantee Beneficiaries) and their respective its successors and assigns and the Administrative Agent and the Lenders each Guarantee Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State state court sitting in the State of New York, County of New York and the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (iii) agrees it will not bring action in any objection to the venue action, litigation or proceeding of any such action kind or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that description against the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, Guarantee Beneficiary or any Affiliate thereof relating hereto or to any assignee of other Loan Document in any court, tribunal or participant insimilar, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information except those referenced in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guarantyforegoing clause (i). All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.SERVICE OF PROCESS BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING SHALL BE BINDING ON THE GUARANTOR IF DELIVERED IN ACCORDANCE WITH DELIVERY OF NOTICES AS SET FORTH IN SECTION 10.02

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKMASSACHUSETTS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and assigns and the Administrative Agent and the Lenders Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkBoston, New York Massachusetts in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, each Creditor and their respective its successors and assigns and the Administrative Agent and the Lenders any Creditor may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Creditor in connection with such action or proceeding shall be binding on a any Guarantor if sent to such Guarantor by registered or certified mail at its address specified below on Annex I attached hereto or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender each Creditor may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderCreditor’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth on Annex I attached hereto or at such other address in the Credit AgreementUnited States as may be specified by such Guarantor in a written notice delivered to Agent at such office as Agent may designate for such purpose from time to time in a written notice to such Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and Lenders and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkYork City, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, Subject to the extent permitted by confidentiality standards contained in Section 10.07 of the Credit Agreement, the Guarantor agrees that the Administrative Agent and Lenders may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its their rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Credit Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-non exclusive jurisdiction of any United States Federal or courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest full extent permitted by law any defense asserting an inconvenient forum in connection therewith and therewith. Each of the parties hereto (x) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may discloselaw, and (y) consents to the extent permitted by service of process out of any of the aforementioned courts, in the manner provided in Section 10.07 10.02 of the Credit Agreement, to any assignee (A) in the case of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such , at the address provided in the Credit Agreement and (B) in the case of a Guarantor, this Guaranty and any security for this Guarantyat its address set forth opposite its signature page below. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the manner set forth in Section 10.02 of the Credit Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Secured Party, as provided in the Credit Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms law of the Credit AgreementState of New York, this without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any the United States Federal or District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of competent jurisdiction sitting in New YorkYork County (and all appropriate appellate courts), New York in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan Document, and (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court, (iii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and (A) any objection that it may now or hereafter have to the laying of venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent arising out of or relating to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent this Guaranty or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.Loan Document

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, and construed in accordance with, the laws of the State OF NEW YORK (INCLUDING SECTIONS 5‑1401 AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS 5‑1402 OF THE STATE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF NEW YORKLAW AND CONFLICTS OF LAW RULES). Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Benefited Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Benefited Parties and their respective successors and assigns and the Administrative Agent and the Lenders Benefited Parties may, without notice to any the Guarantor and without affecting any the Guarantor’s 's obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive non‑exclusive jurisdiction of any the courts of the State of New York or of the United States Federal or State court sitting in New York, for the Southern District of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below on Schedule 11.1 to the Credit Agreement or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender each Benefited Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Benefited Party's possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor the Guarantors and its their respective successors and assigns, provided that no Guarantor the Guarantors may not assign its their rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Secured Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders Secured Parties may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor The Guarantors hereby irrevocably and unconditionally (i) submits submit to the non-exclusive jurisdiction of any United States Federal or the courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof in any action or proceeding arising out of or relating to this Guaranty, Guaranty and (ii) waives waive to the fullest extent permitted by applicable law any the defense asserting of an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Secured Parties in connection with such action or proceeding shall be binding on a Guarantor the Guarantors if sent to such Guarantor the Guarantors by registered or certified mail at its the address of the Borrower specified below in Section 10.02 of the Credit Agreement or such other address address(es) as from time to time notified by such Guarantorthe Guarantors. Each Guarantor agrees The Guarantors agree that the Administrative Agent or any Lender Secured Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or Form of Guaranty 140812225 v1 participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s Secured Parties’ possession concerning such Guarantorthe Guarantors, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail to the Guarantors at the address of the Borrower specified in Section 10.02 of the Credit AgreementAgreement or at such other address(es) in the United States as may be specified by the Guarantors in a written notice delivered to the Secured Parties at such office as the Secured Parties may designate for such purpose from time to time in a written notice to the Guarantors.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKILLINOIS (INCLUDING 735 ILCS SECTION 105/5-5) BUT OTHERWISE WITHOUT GIVING EFFECT TO ANY OF SUCH STATE’S CONFLICTS-OF-LAW PROVISIONS. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Lender and their respective its successors and assigns and the Administrative Agent and the Lenders Lender may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCook County, New York Illinois in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent Lender in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Credit AgreementGuarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Agent, with Required Lenders approval (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns assigns, in each case for the benefit of the Secured Parties, and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the State of New York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent any Secured Party in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender Secured Party may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations Obligations, any and all information in the Administrative Agent’s or such LenderSecured Party’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with the Credit Agreement.and

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or Form of U.S. Tax Compliance Certificate grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms internal laws of the Credit Agreement, this State of New York. This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under terms of Section 10.06 of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New YorkCharlotte, New York North Carolina in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the Guarantor. Each The Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty, provided, that the Agent shall require any such recipient to agree in writing to maintain the confidentiality of such information. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service to the Guarantor at the address of the Borrower set forth in Schedule 10.02 to the Credit AgreementAgreement or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Agent at the address of the Agent set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as the Agent may designate for such purpose from time to time in a written notice to the Guarantor. 20.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject the law of the State of New York (without giving effect to the terms conflicts of the Credit Agreement, this law provisions thereof). This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Creditor Parties and their respective successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor in accordance with Section 10.06 of the Credit Agreement and without affecting the obligations of any Guarantor’s obligations Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive nonexclusive jurisdiction of any United States Federal or courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and therewith. Each of the parties hereto (x) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may discloselaw, and (y) consents to the extent permitted by service of process out of any of the Form of Guaranty aforementioned courts, in the manner provided in Section 10.07 10.02 of the Credit Agreement, to any assignee (A) in the case of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such , at the address provided in the Credit Agreement and (B) in the case of a Guarantor, this Guaranty and any security for this Guarantyat its address set forth opposite its signature page below. All notices and other communications to any Guarantor under this Guaranty shall be in accordance with writing and delivered in the manner set forth in Section 10.02 of the Credit Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Creditor Party, as provided in the Credit Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each the Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and each other Guaranty Beneficiary and their respective successors and assigns and assigns; provided that, the Administrative Agent and Guarantor may not assign its rights or obligations under this Guaranty except as permitted by Section 7.04 of the Lenders Credit Agreement. Each Guaranty Beneficiary may, without notice to any the Guarantor and without affecting any the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to accordance with the extent permitted under provisions of the Credit Agreement. Each The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a the Guarantor if sent to such the Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantorin the manner set forth below. Each The Guarantor agrees that the Administrative Agent or any Lender may disclosethat, subject to the extent permitted by Section 10.07 of the Credit Agreement, the Administrative Agent and each other Guaranty Beneficiary may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such LenderGuaranty Beneficiary’s possession concerning such the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any the Guarantor under this Guaranty shall be in accordance writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Guarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Administrative Agent in compliance with Section 10.02 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms law of the Credit AgreementState of New York, this without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any the United States Federal or District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of competent jurisdiction sitting in New YorkYork County (and all appropriate appellate courts), New York in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan DOCUMENT, and (iiII) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE Law, in such Federal court, (iii) waives to the fullest extent permitted by law (A) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any such Federal or state court and (B) any defense asserting an inconvenient forum in connection therewith therewith, and (iv) agrees that a final judgment in any objection to the venue of any such action or proceeding. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on a Guarantor if sent to such Guarantor the judgment or in any other manner provided by registered law. Nothing in this Guaranty or certified mail at its address specified below or such in any other address as from time to time notified by such Guarantor. Each Guarantor agrees Loan Document shall affect any right that the Administrative Agent or any Lender may disclose, otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against any Guarantor or the extent permitted by properties of such party in the courts of any jurisdiction. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.07 8.02(a) of the Credit Agreement, . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law. Each Guarantor agrees that Administrative Agent may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations hereunder any and all information in the Administrative Agent’s or such Lender’s possession concerning such any Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor and Administrative Agent under this Guaranty shall be in accordance with writing and shall be delivered in the manner set forth in Section 8.02 of the Credit AgreementAgreement to the addresses specified therein for such Person.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF). Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Agent and their respective its successors and assigns and the Administrative Agent and the Lenders may, without notice to any such Guarantor and without affecting any such Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under the Credit Agreement. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or the courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingtherewith. Service of process by the Administrative Agent or any Lender in connection with such action or proceeding shall be binding on a Guarantor the Guarantors if sent to such the applicable Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such the applicable Guarantor. Each Guarantor agrees that the Administrative Agent or any Lender may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or such Lender’s possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to any Guarantor the Guarantors under this Guaranty shall be in accordance writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the applicable Guarantor at its address set forth below or at such other address in the United States as may be specified by the applicable Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Guarantors. Each of the undersigned Guarantors hereby (1) ratifies and reaffirms all of its obligations and covenants under the Amended Guaranty, (2) agrees that neither such ratification and reaffirmation provided for in clause (1), nor the Administrative Agent’s or any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from such Guarantor with respect to any subsequent modifications to the Amended Credit Agreement.Agreement or the other Loan Documents, (3) agrees that none of the terms and conditions of the Amendment shall limit or diminish its payment and performance obligations, contingent or otherwise, under the Amended Credit Agreement and the Amended Guaranty and (4) agrees that both the Amended Credit Agreement and the Amended Guaranty remain in full force and effect and each is hereby reaffirmed, ratified and confirmed. Date: September 25, 2019 [Signature Page Follows] AAR AIRCRAFT SERVICES, INC. By:___________________________ Name: Title: AAR SUPPLY CHAIN, INC. By:___________________________ Name: Title: AAR INTERNATIONAL, INC. By:___________________________ Name: Title: AAR AXXXX SERVICES, INC. By:___________________________ Name: Title: AAR MANUFACTURING, INC. By:___________________________ Name: Title: AAR AIRLIFT GROUP, INC. By:___________________________ Name: Title: Signature Page to Consent, Amendment and Reaffirmation EP AVIATION, LLC By:___________________________ Name: Title: Signature Page to Consent, Amendment and Reaffirmation Accepted and Agreed: BANK OF AMERICA, N.A., as Administrative Agent By: ______________________________ Name: Title:

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. Subject to the terms of the Credit Agreement, this This Guaranty shall (a) bind each Guarantor the Guarantors and its their respective successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, the Lenders, Secured Parties and their respective successors and assigns and the Administrative Agent and the Lenders any Secured Party may, without notice to any Guarantor the Guarantors and without affecting any Guarantor’s the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, in each case, to the extent permitted under accordance with the Credit Agreement. Each Guarantor The Guarantors hereby irrevocably (i) submits submit to the non-non exclusive jurisdiction of any United States Federal or the Courts of the State court of New York sitting in New York County and of the United States District Court of the Southern District of New York, New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this GuarantyGuaranty or any other Loan Document for recognition or enforcement of any judgment, and (ii) waives the Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law applicable Law, in such federal court. The Guarantors agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Guaranty shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantors or their respective properties in the courts of any jurisdiction. The Guarantors hereby waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to above and the Guarantors hereby waive any defense asserting an inconvenient forum in connection therewith and any objection to the venue of any such action or proceedingU.K. Guaranty therewith. Service of process by the Administrative Agent in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantormade in the manner provided for notices below. Each Guarantor agrees The Guarantors agree that the Administrative Agent or any Lender Secured Parties may disclose, to the extent permitted by Section 10.07 of the Credit Agreement, disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Administrative Agent’s or any such LenderSecured Party’s possession concerning such any Guarantor, this Guaranty and any security for this GuarantyGuaranty in accordance with Section 10.07 of the Credit Agreement and only to the extent that such assignment or participation is permitted pursuant to Section 10.06 of the Credit Agreement. All notices and other communications (including any service of process) to any Guarantor the Guarantors under this Guaranty shall be in accordance with writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to each Guarantor at its address set forth below or at such other address in the Credit AgreementUnited States as may be specified by any Guarantor in a written notice delivered to the Administrative Agent at the Administrative Agent’s Office.