Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IX; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, and all dealings between the Parent Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IX. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor or the Borrower with respect to the Obligations. The Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or Guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any Obligations, or of the Parent Guarantor under the Guarantee contained in this Article IX, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or of any such collateral security, Guarantee or right of offset, shall not relieve the Parent Guarantor of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders against the Parent Guarantor.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Mezzanine Credit Agreement or any other Loan Document, any of the Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowerany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any from the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee of such Guarantor contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Entity Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon this Agreement or acceptance of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IX; the VI. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, VI and all dealings between Borrower and any of the Parent GuarantorEntity Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXVI. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender willEach Entity Guarantor, to the fullest extent permitted by applicable lawApplicable Law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any of the Parent Guarantor or the Borrower Guarantors with respect to the Obligations. The Guarantee contained Each Entity Guarantor waives, to the fullest extent permitted by law, any right such Entity Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) the guarantee set forth in this Article IX VI or any of its obligations hereunder. Each Entity Guarantor understands and agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, enforceability or enforceability avoidability of this Agreement or any other Loan Credit Document, any of the Guarantor Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowerany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for with respect to any Obligations, or of the Parent such Entity Guarantor under the Guarantee contained in this Article IXguarantee, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Entity Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Entity Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Entity Guarantor. For the Agentspurposes hereof, “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any other Secured Party or any Lender holder of Equally and Ratably Secured Notes Obligations upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank other Secured Parties and the Lendersholders of Equally and Ratably Secured Notes Obligations, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank Borrower and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Guaranteed Obligations. The Guarantee Borrower and each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any other Secured Party or any Lenderholder of Equally and Ratably Secured Notes Obligations, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower, TWC, TWCE or the Borrower any other Person against the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any other Secured Party or any Lenderholder of Equally and Ratably Secured Notes Obligations, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrower, TWC or TWCE for any the Guaranteed Obligations, or of the Parent Borrower or such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Borrower or any Guarantor, such the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any other Secured Party or such Lender any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any other Secured Party or any Lender holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any other Secured Party or any holder of Equally and the Lenders Ratably Secured Notes Obligations against the Parent Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Guaranteed Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between Holdings, Borrower and the Parent Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lendersany Guaranteed Party, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The AgentsExcept for any notice expressly provided herein (including Demand Notices), the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, proof of notice of non-payment, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Holdings, Borrower or the Borrower Guarantor with respect to the Guaranteed Obligations. The Guarantee Guarantor understands and agrees that the guarantee of the Guarantor contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment until the termination of this Guaranty without regard to (a) the validity or enforceability of this Agreement or the Credit Agreement, any other Loan Financing Document, any of the Guaranteed Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, Guaranteed Party (including any provision of Applicable Law purporting to prohibit the Syndication Agent, performance by any Loan Party of any of its obligations under the Co-Documentation Agents, Financing Documents (other than any such invalidity or unenforceability with respect solely to the Joint Lead Arrangers, the Issuing Bank or any LenderGuaranteed Obligations)), (b) the legality under applicable laws of repayment by the Borrower existence of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and voidclaim, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Holdings, Borrower, the Parent Guarantor or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderGuaranteed Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Holdings, Borrower or the BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or defense of a surety or guarantor or any other obligor on any obligation of Holdings for any its Guaranteed Obligations, or of the Parent Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower any Loan Party, any other guarantor or any other Person or against any collateral security or Guarantee guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any AgentGuaranteed Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower any Loan Party, any other guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower any Loan Party, any other guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders any Guaranteed Party against the Parent Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The Guarantor acknowledges that its obligations hereunder are joint and several obligations with the other Guarantors (as defined in the Credit Agreement), and that none of (i) the failure of another Guarantor (as defined in the Credit Agreement) to perform under its Guaranty (as defined in the Credit Agreement) or (ii) any other circumstance affecting another Guarantor (as defined in the Credit Agreement) shall constitute a defense or discharge of its obligations hereunder.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to To the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX shall Section 2 may be construed as a continuing, absolute and unconditional guarantee of payment (not merely of collection) and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) to the extent permitted by applicable law, any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, of such Guarantor under the guarantee contained in this Section 2 or of the Parent Guarantor under the Guarantee contained obligations of any other guarantor or surety, in this Article IX, each case in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor Infinity waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX VIII or acceptance of the Guarantee guarantee contained in this Article IXVIII; the Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, VIII; and all dealings between Infinity or the Parent GuarantorSubsidiary Borrowers, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXVIII. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor Infinity waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Infinity or the any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Guarantee guarantee contained in this Article IX VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan DocumentAgreement, any of the Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any applicable laws requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower Infinity against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Infinity or the any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of the Parent Guarantor Infinity under the Guarantee guarantee contained in this Article IXVIII, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender is pursuing its rights and remedies under this Article IX VIII against the Parent Guarantor, such AgentInfinity, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or Guarantee guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the any Subsidiary Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor Infinity of any liability under this Article IXVIII, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders against the Parent GuarantorInfinity.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Canadian Collateral Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Canadian Agent or any Lender other Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; each of the Borrower Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between any of the Parent GuarantorCanadian Borrowers and any of the Guarantors, on the one hand, and the Agents, the Syndication Canadian Collateral Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Canadian Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender willEach Guarantor waives, to the maximum extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment non-payment to or upon any Canadian Borrower or any of the Parent Guarantor or the Borrower other Guarantors with respect to any of the Borrower Obligations. The Guarantee Each Guarantor understands and agrees, to the extent permitted by law, that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard and not of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any the Canadian Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Canadian Agent or any Lenderother Secured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by any of the Parent Guarantor or the Borrower Canadian Borrowers against the Agents, the Syndication Canadian Collateral Agent, the Co-Documentation AgentsCanadian Agent or any other Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, taking, or release of Security Collateral, (e) any change in the structure or existence of any of the Canadian Borrowers, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Canadian Collateral Agent, the Joint Lead ArrangersCanadian Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the Issuing Bank required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any LenderGovernmental Authority that directly or indirectly deprives any Canadian Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (div) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of any of the Parent Guarantor Canadian Borrowers or the Borrowersuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Canadian Borrowers for the Borrower for any Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such the Canadian Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender Canadian Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Borrower Canadian Borrowers, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by any the Canadian Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Canadian Agent or any Lender other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower any Canadian Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of any of the Borrower Canadian Borrowers, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Canadian Collateral Agent, Canadian Agent or any other Secured Party against any Guarantor. For the Co-Documentation Agents, purposes hereof “demand” shall include the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Loan Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Creditor upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between either Borrower and any of the Parent GuarantorGuarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or any of the Parent Guarantor or the Borrower Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan DocumentDocument (other than this Agreement), any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Creditor, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the either Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Creditor, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower for the Borrower for any Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Creditor to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Guarantor. For the Agentspurposes hereof, “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, the Foreign Subsidiary Borrower Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower, each Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or any of the Borrower Subsidiary Guarantors with respect to the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Guarantee Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrowersuch Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, any Foreign Subsidiary Borrower of its Foreign Subsidiary Borrower Obligations, or of the Parent such Subsidiary Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Subsidiary Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations and the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Subsidiary Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Subsidiary Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Agents and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against any Guarantor. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon this Agreement or acceptance of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IX; the VI. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, VI and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXVI. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender willEach Guarantor, to the fullest extent permitted by applicable lawApplicable Law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Obligations. The Guarantee contained Each Guarantor waives, to the fullest extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) the guarantee set forth in this Article IX VI or any of its obligations hereunder. Each Guarantor understands and agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Credit Document, any of the Guarantor Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for with respect to any Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXguarantee, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agentspurposes hereof, "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor CCSC waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee guarantee contained in this Article IX or acceptance of the Guarantee guarantee contained in this Article IX; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, and all dealings between CCSC or the Parent GuarantorSubsidiary Borrowers, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IX. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender Agents will, to the extent permitted by applicable law, request payment of any applicable Subsidiary Borrower Obligation from the applicable Subsidiary Borrower before making any claim against the Parent Guarantor CCSC under this Article IX, but will have no further obligation to proceed against the a Subsidiary Borrower or to defer for any period a claim against the Parent Guarantor CCSC hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor CCSC waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor CCSC or the any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Guarantee guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any either Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any applicable laws purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor CCSC or the applicable Subsidiary Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor CCSC or the any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Subsidiary Borrower for any Subsidiary Borrower Obligations, or of the Parent Guarantor CCSC under the Guarantee guarantee contained in this Article IX, in bankruptcy or in any other instance. When any either Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX against the Parent GuarantorCCSC, such either Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or Guarantee guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any either Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the any Subsidiary Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor CCSC of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders against the Parent GuarantorCCSC.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Lender to make any Agentsuch demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Lender against any Guarantor. For the Syndication Agent, purposes hereof "demand" shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agentspurposes hereof, “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Guaranteed Party upon the Guarantee guarantee contained in this Article IX herein or acceptance of the Guarantee guarantee contained in this Article IXherein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, herein; and all dealings between the Parent GuarantorCompany, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXherein. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to To the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Borrower Guarantors with respect to the Guaranteed Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderGuaranteed Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the AgentsCompany, the Syndication Agentany Subsidiary Borrower, the Co-Documentation Agentsany Ancillary Borrower, the Joint Lead Arrangers, the Issuing Bank any Applicable Account Party or any Lenderother Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXherein, in bankruptcy or in any other instance. When any AgentNotwithstanding anything herein to the contrary, (x) the Syndication Agent, Company understands and agrees that this Agreement shall remain in full force and effect as to the Co-Documentation Agents, Company’s obligations hereunder notwithstanding the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or occurrence of any such collateral security, Guarantee or right of offset, shall not relieve the Parent Guarantor of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders against the Parent Guarantor.Guarantee

Guarantee Absolute and Unconditional. The Parent CME Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the this Guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IXGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between Borrower or the Parent CME Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent CME Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or the Borrower CME Guarantor with respect to the Obligations. The This Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not of collection without regard to (a) the validity validity, regularity or enforceability of this the Credit Agreement or any other Loan Credit Document, any of the Obligations Obligations, or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (c) whether or not any of the Obligations are from time to time reduced, or extinguished (other than pursuant to Section 2(b) above), whether or not recovery may be or hereafter become barred by any statute of limitations or otherwise, and despite any arrangement or composition entered into in connection with any bankruptcy or other proceeding or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the BorrowerCME Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower from the Borrower for any Obligations, Obligations or of the Parent CME Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank making a demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent CME Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against Borrower, the Borrower CME Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, the Borrower CME Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of Borrower, the Borrower CME Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent CME Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders Administrative Agent or any Lender against the Parent CME Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor AMD waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the AMD Guaranteed Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Company upon the Guarantee contained in this Article IX AMD Guaranty or acceptance of the Guarantee contained in this Article IXAMD Guaranty; the AMD Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, AMD Guaranty; and all dealings between the Parent GuarantorAMD Member and AMD, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Company or Fujitsu and the LendersFujitsu Member, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXAMD Guaranty. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and AMD agrees that (i) any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor notice provided under this Article IX, but will have no further obligation Agreement to proceed against the Borrower or to defer for AMD Member (including any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and or notice of default or nonpayment non payment) shall be deemed to or upon the Parent Guarantor or the Borrower with respect constitute notice to the ObligationsAMD for purposes hereof and (ii) any knowledge of AMD Member shall be deemed knowledge of AMD for purposes hereof. The Guarantee contained Nothing in this Article IX 11 shall be deemed to constitute a waiver of, or prevent AMD from asserting, any valid defense that may be asserted by AMD Member. AMD waives to the fullest extent permitted by Applicable Law any defense whatsoever to the performance of the AMD Guaranteed Obligations that would not constitute a valid defense by AMD Member (including, without limitation, any defense that may be derived from or afforded by Applicable Law that limits the liability of or exonerate guarantors or sureties). AMD understands and agrees that this AMD Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or Guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderthis Article 11, or (db) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor AMD Member or the BorrowerAMD) which constitutes, or might be construed to constitute, an equitable or legal discharge of AMD Member for the Borrower for any AMD Guaranteed Obligations, or of the Parent Guarantor AMD under the Guarantee contained in this Article IX, AMD Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such AgentAMD, the Syndication AgentCompany, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Fujitsu or such Lender Fujitsu Member may, but shall be under no obligation to (and AMD irrevocably and unconditionally hereby waives to the fullest extent permitted by Applicable Law any right AMD may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to) make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower AMD Member or any other Person or against any collateral security or Guarantee guaranty for the AMD Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Company to make any Agentsuch demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower AMD Member or any such other Person or to realize upon any such collateral security or Guarantee guaranty or to exercise any such right of offset, or any release of the Borrower AMD Member or any such other Person or of any such collateral security, Guarantee guaranty or right of offset, shall not relieve the Parent Guarantor AMD of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Company against AMD. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender other Secured Party upon the Guarantee guarantee contained in this Article IX II or acceptance of the Guarantee guarantee contained in this Article IXII; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, II; and all dealings between the Parent GuarantorLoan Parties, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXII. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower, any other Loan Party with Primary Obligations or any of the Borrower Guarantors with respect to the Primary Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan DocumentSecured Agreement, any of the Primary Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lenderother Secured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance, including the defense that Payment in Full has occurred) which may at any time be available to or be asserted by the Parent Guarantor Borrower, any other Loan Party or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lenderother Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower, any other Loan Party with Primary Obligations or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for any the Primary Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXII, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or such Lender any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Collateral Agent or any other Secured Party against any Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor Wynn Resorts waives any and all notice of the creation, renewal, extension or accrual of any of the Issuer Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between either Note Issuer and Wynn Resorts or any of the Parent GuarantorOther Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Note Issuer, Wynn Resorts or any of the Parent Guarantor or Other Guarantors. Wynn Resorts understands and agrees that the Borrower with respect to the Obligations. The Guarantee guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreement the Indenture, the Notes or any other Loan Collateral Document, any of the Issuer Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank either Note Issuer or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor either Note Issuer or the BorrowerWynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of either Note Issuer for the Borrower for any Issuer Obligations, or of the Parent Guarantor Wynn Resorts under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent GuarantorWynn Resorts, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower either Note Issuer, any Other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Issuer Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower either Note Issuer, any Other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower either Note Issuer, any Other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor Wynn Resorts of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against Wynn Resorts. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor Wynn Resorts waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and Wynn Resorts or any of the Other Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower, Wynn Resorts or any of the Borrower with respect to Other Guarantors. Wynn Resorts understands and agrees that the Obligations. The Guarantee guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the BorrowerWynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent Guarantor Wynn Resorts under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent GuarantorWynn Resorts, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any Other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any Other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any Other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor Wynn Resorts of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against Wynn Resorts. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXfor its Guarantor Obligations, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor Holdings waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Guarantee or acceptance of the Guarantee guarantee contained in this Article IXGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Guarantee; and all dealings between the Parent GuarantorBorrower and any of the other Credit Parties, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, Holdings waives except to the extent permitted that any such waiver would be expressly prohibited by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower other Subsidiary Guarantors with respect to the Obligations. The Guarantee Holdings understands and agrees that its guarantee contained in this Article IX herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Credit Document, any of the Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or in connection with the bad faith, gross negligence or willful misconduct of any Secured Party in respect of an indemnity Obligation) which may at any time be available to or be asserted by the Parent Guarantor any Borrower or the Borrower any other person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any LenderSecured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the BorrowerHoldings) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Obligations, or of the Parent Guarantor Holdings under the Guarantee its guarantee contained in this Article IXherein, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such AgentHoldings, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower any Borrower, any Subsidiary Guarantor or any other Person person or against any collateral security or Guarantee guarantee for the any Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower any Borrower, any Subsidiary Guarantor or any such other Person person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower any Borrower, any Subsidiary Guarantor or any such other Person person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor Holdings of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Secured Party against Holdings. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee guarantee contained in this Article IX VIII or acceptance of the Guarantee guarantee contained in this Article IXVIII; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, VIII; and all dealings between such Guarantor and the Parent GuarantorBorrower, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXVIII. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Borrower or such Guarantor or the Borrower with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or any other Person against the Lender, (c) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (d) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, 's rights with respect thereto or (de) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor or the Borrowerit) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXVIII, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent a Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee other guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Lender to make any Agentsuch demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower any other Person or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent such Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Lender against such Guarantor. For the Syndication Agent, purposes hereof "demand" shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to To the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement the Credit Agreement, the Note Agreements, the Prudential Notes or any other Loan Document, any of the Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance in full) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any LenderSecured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Collateral Agent or any Secured Party against any Guarantor. For the Syndication Agent, purposes hereof "demand" shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 9 or acceptance of the Guarantee guarantee contained in this Article IXSection 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 9; and all dealings between any Borrower and the Parent Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 9. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor or the any Borrower with respect to the Obligations and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantee Administrative Agent, on behalf of the Secured Parties, may from time to time enforce against any Guarantor its rights under this Agreement or any other Loan Document without being required to first proceed or exhaust its remedies against the Borrower. Each Guarantor understands and agrees that the guarantee of the Guarantors contained in this Article IX Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity value, genuineness, validity, regularity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (cii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any LenderSecured Party, (iii) the failure of any other Guarantor to make payment in respect of the Guaranteed Obligations, (iv) or any substitution, release or exchange of any other guarantee of or security for the Guaranteed Obligations, or (dv) any other circumstance whatsoever (with or without notice to or knowledge Knowledge of the Parent Guarantor Borrower or the Borrowerany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Obligations, or of the Parent a Guarantor under the Guarantee guarantee of such Guarantor contained in this Article IXSection 9, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent a Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, another Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, another Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, another Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent such Guarantor of any obligation or liability under this Article IXSection 9, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Secured Party against such Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Loan Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, the Foreign Subsidiary Borrower Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower, each Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or any of the Borrower Subsidiary Guarantors with respect to the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Guarantee Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrowersuch Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, any Foreign Subsidiary Borrower of its Foreign Subsidiary Borrower Obligations, or of the Parent such Subsidiary Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Subsidiary Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations and the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Subsidiary Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Subsidiary Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the this Guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IX; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between the Parent Affiliate Borrowers and the Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Lender and the LendersAffiliate Borrowers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Affiliate Borrowers or the Borrower Guarantor with respect to the Obligations. The Guarantor understands and agrees that this Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of this Agreement the Credit Agreement, the Note or any other Loan Document, any of the Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower Affiliate Borrowers against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor any Affiliate Borrower or the BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Affiliate Borrower for any the Obligations, or of the Parent Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Affiliate Borrower or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the any Affiliate Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the any Affiliate Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Lender against the Syndication Agent, Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the Co-Documentation Agents, extent of its terms upon the Joint Lead Arrangers, the Issuing Bank Guarantor and the Lenders against successors and assigns thereof, and shall inure to be benefit of the Parent GuarantorLender, and its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Affiliate Borrowers, individually or collectively, may be free from any Obligations.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX shall Section 2 may be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to To the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Guarantor. For the Syndication Agent, purposes hereof "demand" shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor CBS waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 8.1 or acceptance of the Guarantee guarantee contained in this Article IXSection 8.1; the Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 8.1; and all dealings between CBS or the Parent GuarantorSubsidiary Borrowers, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 8.1. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor CBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor CBS or the any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Guarantee guarantee contained in this Article IX Section 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan DocumentAgreement, any of the Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any applicable laws requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower CBS against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor CBS or the any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of the Parent Guarantor CBS under the Guarantee guarantee contained in this Article IXSection 8.1, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender is pursuing its rights and remedies under this Article IX Section 8.1 against the Parent Guarantor, such AgentCBS, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or Guarantee guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the any Subsidiary Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor CBS of any liability under this Article IXSection 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders against the Parent GuarantorCBS.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance or the Discharge of Obligations) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instanceinstance other than the express written release of such Guarantor from this Agreement by the Administrative Agent pursuant to and to the extent set forth in Section 9.14 of the Credit Agreement. When To the fullest extent permitted by applicable law, when making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person Guarantor or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender CDC upon the this Guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IX; the ObligationsGuarantee, and any creation, renewal extension or accrual of themany of the Obligations, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between the Parent Sellers and the Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank CDC and the LendersSellers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Sellers or the Borrower Guarantor with respect to the Obligations. The Guarantor understands and agrees that this Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection without regard to (a) the validity validity, regularity or enforceability of this Agreement the Repurchase Agreement, the Custodial Agreement, or any other Loan Documentdocument, any of the Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderCDC, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower Sellers against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderCDC, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Sellers or the BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Sellers for any the Obligations, or of the Parent Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender CDC may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower Sellers or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, thereto and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender CDC to pursue such other rights or remedies or to collect any payments from the Borrower Sellers or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Sellers or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, offset shall not relieve the Parent Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of CDC against the Agents, Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the Syndication Agent, extent of its terms upon the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Guarantor and the Lenders against successors and assigns thereof, and shall inure to the Parent Guarantorbenefit of CDC, and its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by complete performance and payment in full and the Agreements shall be terminated, notwithstanding that from time to time during the term of the Agreements the Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the AgentsCertificate Holders, the Syndication AgentIndenture Trustee, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender Securityholder upon the this Guarantee contained in this Article IX or acceptance of this Guarantee, the Guarantee contained in this Article IX; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between the Parent Lessor and such Guarantor, on the one hand, and the AgentsIndenture Trustee, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent and the LendersSecurityholders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Lessor or such Guarantor or the Borrower with respect to the Guaranteed Obligations. The Each Guarantor understands and agrees that this Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee and surety of payment (and not merely a guaranty of collection) without regard to (a) the validity validity, regularity or enforceability of this Agreement the Indenture or any other Loan DocumentOperative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderBeneficiaries, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Lessor, the Lessee or such Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderBeneficiaries, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Lessor, the Lessee or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Lessor or the Lessee for any the Guaranteed Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender Beneficiaries may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower Lessor, the Lessee or any other Person or against any collateral security or Guarantee guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Beneficiaries to pursue such other rights or remedies or to collect any payments from the Borrower Lessor, the Lessee or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Lessor, the Lessee or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent such Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Beneficiaries against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank extent of its terms upon such Guarantor and the Lenders against successors and assigns thereof, and shall inure to the Parent benefit of the Beneficiaries and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Indenture the Lessor or the Lessee may be free from any Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Beneficiaries on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in the Indenture and the other Operative Agreements for the purposes of its guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Guarantee.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXfor its Guarantor Obligations, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to To the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that, to the extent permitted by applicable law, the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c2) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (d3) any other circumstance whatsoever (other than a defense of performance) (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Subsidiary Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Subsidiary Guarantors with respect to the Borrower Obligations. The Guarantee Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Subsidiary Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Subsidiary Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Subsidiary Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Subsidiary Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Subsidiary Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Lenders upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, Each Guarantor waives to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Loan Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderLenders, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderLenders, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender Lenders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Lenders to make any Agentsuch demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders against any Guarantor. For the Parent Guarantorpurposes hereof, "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instanceinstance other than the express written release of such Guarantor from this Agreement by the Administrative Agent pursuant to and to the extent set forth in Section 10.15(b) of the Credit Agreement. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Obligations, Foreign Subsidiary Borrower Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower or any Foreign Subsidiary Borrower, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or the any Foreign Subsidiary Borrower with respect to the Foreign Subsidiary Borrower Obligations. The Guarantee Guarantor understands and agrees that the guarantee contained in this Article IX shall be ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Foreign Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Foreign Subsidiary Borrower of its Foreign Subsidiary Borrower Obligations, or of the Parent Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any Foreign Subsidiary Borrower, or any other Person or against any collateral security or Guarantee guarantee for the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Foreign Subsidiary Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower or any such Foreign Subsidiary Borrower or any other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders Administrative Agent or any Lender against the Parent Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent Borrower and the Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment of the Borrower Obligations and notice of default or nonpayment to or upon the Parent Guarantor Borrower or the Borrower Guarantor with respect to the Borrower Obligations. The Guarantee Guarantor understands and agrees to the fullest extent permitted by applicable law that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any Other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any Other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any Other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders Administrative Agent or any Lender against the Parent Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the this Guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IX; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between the Parent Borrower and the Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and among the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or the Borrower Guarantor with respect to the Obligations. The Guarantor understands and agrees that this Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of this Agreement any of the Financing Agreements, any Note or any other Loan Guarantor Document, any of the Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Obligations, or of the Parent Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders against the Parent Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of any individual Financing Agreement the Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. The Parent Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, the Foreign Subsidiary Borrower Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower, each Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or any of the Borrower Subsidiary Guarantors with respect to the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Guarantee Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrower any other Person against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower, any Foreign Subsidiary Borrower or the Borrowersuch Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, any Foreign Subsidiary Borrower of its Foreign Subsidiary Borrower Obligations, or of the Parent such Subsidiary Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Subsidiary Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or such any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations and the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Subsidiary Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, Administrative Agent or any Lender against any Subsidiary Guarantor. For the Syndication Agent, purposes hereof “demand” shall include the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower’s Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower’s Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower’s Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance, not of collection, without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower’s Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any of the Borrower’s Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower’s Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender other Secured Party upon the this Guarantee contained in this Article IX or acceptance of this Guarantee, the Guarantee contained in this Article IX; the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives promptness, diligence, presentment, protest, notice of protest, demand for payment and notice of default default, acceleration or nonpayment and any other notice to or upon the Parent Borrower or any other Guarantor or the Borrower with respect to the Obligations. The Each Guarantor understands and agrees that this Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of this the Term Loan Credit Agreement, any other Credit Document, any Secured Hedging Agreement or any other Loan DocumentSecured Cash Management Agreement, any of the Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lenderother Secured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender, other Secured Party or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender mayCollateral Agent and any other Secured Party may elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent or any Lender other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent such Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Collateral Agent and the Lenders other Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Parent Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Term Loan Credit Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Loan Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee contained in this Article IX Section 2 or acceptance of the Guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Each Guarantor understands and agrees that the Guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee Guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof "demand" shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; each of the Secured Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between Borrowers and any of the Parent Guarantorother Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrowers or any of the Parent Guarantor or the Borrower other Guarantors with respect to the Secured Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not of collection without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance or release hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Borrowers or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever whatsoever, other than payment or performance or release hereunder, (with or without notice to or knowledge of the Parent Guarantor any Borrower or the Borrowersuch other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower or any other Grantor for the Borrower for any Secured Obligations, or of the Parent such other Guarantor under the Guarantee guarantee contained in this Article IX, in bankruptcy or in any other instanceSection 2. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower any Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower any Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any Lender or any Lender Affiliate upon the this Guarantee contained in this Article IX or acceptance of the Guarantee contained in this Article IXGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Article IX, Guarantee; and all dealings between the Parent GuarantorBorrowers, any of the Guarantors and any other Subsidiaries of the Company, on the one hand, and the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Lenders and the LendersLender Affiliates, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Article IXGuarantee. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each Borrower, any of the Parent Guarantor Guarantors or any other Subsidiary of the Borrower Company with respect to the Guaranteed Obligations. The Each Guarantor understands and agrees that this Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard (to the extent permitted by applicable law) to (a) the validity validity, regularity or enforceability of this Agreement the Credit Agreement, any Note or any other Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any Lender or any LenderLender Affiliate, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Subsidiary of the Parent Guarantor or the Borrower Company against the Agents, the Syndication Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank any Lender or any LenderLender Affiliate, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent any Borrower, such Guarantor or the Borrowersuch Subsidiary) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower or any other Subsidiary of the Borrower Company for any the Guaranteed Obligations, or of the Parent such Guarantor under the Guarantee contained in this Article IXGuarantee, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any other Person or against any collateral security or Guarantee guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the any Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the any Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent such Guarantor of any liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the Parent Guarantorextent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders and the Lender Affiliates holding any Guaranteed Obligations, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, a Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. The Parent Guarantor CFC waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank either Agent or any Lender Bank upon the Guarantee guarantee contained in this Article IX Section 12 or acceptance of the Guarantee guarantee contained in this Article IXSection 12; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 12; and all dealings between CFC or the Parent GuarantorSubsidiary Borrowers, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Agents and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 12. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor CFC waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor CFC or the any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Guarantee guarantee contained in this Article IX Section 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or Agreement, any other Loan DocumentForeign Currency Subfacility, any of the Subsidiary Borrower Obligations or any collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank either Agent or any LenderBank, (b) the legality under applicable laws Requirements of Law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any applicable laws Requirement of Law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by the Parent Guarantor CFC or the any Subsidiary Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank either Agent or any LenderBank, or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor CFC or the any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Subsidiary Borrower for any Subsidiary Borrower Obligations, or of the Parent Guarantor CFC under the Guarantee guarantee contained in this Article IXSection 12, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank either Agent or any Lender Bank is pursuing its rights and remedies under this Article IX Section 12 against the Parent GuarantorCFC, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Agent or Bank or such Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or Guarantee guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank either Agent or any Lender Bank to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the any Subsidiary Borrower or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor CFC of any liability under this Article IXSection 12, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Agents and the Lenders Banks against the Parent GuarantorCFC.

Guarantee Absolute and Unconditional. The Parent Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender Secured Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between the Parent GuarantorBorrower and any of the Guarantors, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Guarantor Borrower or any of the Borrower Guarantors with respect to the Borrower Obligations. The Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or Guarantee guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any LenderSecured Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Parent Guarantor or the Borrower against the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Guarantor Borrower or the Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any the Borrower Obligations, or of the Parent such Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instanceinstance other than the express written release of such Guarantor from this Agreement by the Administrative Agent pursuant to and to the extent set forth in Section 9.14 of the Credit Agreement. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent any Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any AgentSecured Party to make any such demand, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, any other Guarantor or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent any Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Agents, purposes hereof “demand” shall include the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank commencement and the Lenders against the Parent Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Parent Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender other Guaranteed Party upon the Guarantee guarantee contained in this Article IX Section 2 or acceptance of the Guarantee guarantee contained in this Article IXSection 2; each of the Borrower Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee guarantee contained in this Article IX, Section 2; and all dealings between Parent Borrower, any Subsidiary Borrower, any Guarantor and the Parent Guarantor, on the one hand, and the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent and the Lendersother Guaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee guarantee contained in this Article IXSection 2. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender willParent Guarantor waives, to the maximum extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Parent Borrower, any Subsidiary Borrower or any Guarantor or the Borrower with respect to any of the Borrower Obligations. The Guarantee Parent Guarantor understands and agrees, to the extent permitted by law, that the guarantee contained in this Article IX Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard and not of collection. The Parent Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any collateral security therefor or Guarantee other guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lenderother Guaranteed Party, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Parent Guarantor Borrower or the any Subsidiary Borrower against the AgentsAdministrative Agent or any other Guaranteed Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Borrower Obligations, (d) [reserved], (e) any change in the structure or existence of Parent Borrower or any Subsidiary Borrower, (f) [reserved], (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Borrower Obligation or the rights of the Administrative Agent or any other Guaranteed Party with respect thereto, including: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the Syndication Agentrequired rescheduling or restructuring of, the Co-Documentation Agentsor required approval of payments on, the Joint Lead Arrangersany indebtedness in such jurisdiction, the Issuing Bank (iii) any expropriation, confiscation, nationalization or requisition by such country or any LenderGovernmental Authority that directly or indirectly deprives Parent Borrower or any Subsidiary Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (div) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of Parent Borrower, any Subsidiary Borrower or the Parent Guarantor or the BorrowerGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Parent Borrower or any Subsidiary Borrower for any Borrower Obligations, or of the Parent Guarantor under the Guarantee guarantee contained in this Article IXSection 2, in bankruptcy or in any other instance. When making any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Article IX hereunder against the Parent Guarantor, such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender Administrative Agent and any other Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against Parent Borrower, any Subsidiary Borrower, the Borrower Parent Guarantor or any other Person or against any collateral security or Guarantee guarantee for the Borrower Obligations guaranteed by the Parent Guarantor hereunder or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank Administrative Agent or any Lender other Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from Parent Borrower, any Subsidiary Borrower, the Borrower Parent Guarantor or any such other Person or to realize upon any such collateral security or Guarantee guarantee or to exercise any such right of offset, or any release of Parent Borrower, any Subsidiary Borrower, the Borrower Parent Guarantor or any other Person or any such other Person or of any such collateral security, Guarantee guarantee or right of offset, shall not relieve the Parent Guarantor of any obligation or liability under this Article IXhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders Administrative Agent or any other Guaranteed Party against the Parent Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.