Common use of Guarantee Absolute and Unconditional Clause in Contracts

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

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

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Guaranteed Obligations and notice of or proof of reliance by any Secured Creditor Guaranteed Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower 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 Section 2; and all dealings between either Holdings, Borrower and any of the GuarantorsGuarantor, on the one hand, and the Secured Creditorsany Guaranteed Party, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Except for any notice expressly provided herein (including Demand Notices), the Guarantor waives diligence, presentment, protest, proof of notice of non-payment, demand for payment and notice of default or nonpayment to or upon either Holdings, Borrower or any of the Guarantors Guarantor with respect to the Borrower Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee of the Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance until the termination of this Guaranty without regard to (a) the validity or enforceability of the Credit Agreement or Agreement, any other Loan Document (other than this Agreement)Financing Document, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured CreditorGuaranteed Party (including any provision of Applicable Law purporting to prohibit the performance by any Loan Party of any of its obligations under the Financing Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations)), (b) the existence of any claim, defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower Holdings, Borrower, the Guarantor or any other Person against any Secured CreditorGuaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Holdings, Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower or defense of a surety or guarantor or any other obligor on any obligation of Holdings for the Borrower its Guaranteed Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor 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 Borrowerany Loan Party, any other Guarantor guarantor or any other Person or against any collateral security or guarantee for the Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrowerany Loan Party, any other Guarantor guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrowerany Loan Party, any other Guarantor guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor Guaranteed Party against any the Guarantor. For the purposes hereof, 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. 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 any Secured Creditor Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 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 Section 2; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Loan Agreement or any other Loan Document (other than this Agreement)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 Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which may at any time be available to or be asserted by either the Borrower or any other Person against any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Creditor 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 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 Secured Creditor Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor Party against any Guarantor. For the purposes hereof, “hereof "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor of Bermuda Holdings and Stratus Bermuda waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Guaranteed Obligations guaranteed by Bermuda Holdings and Stratus Bermuda, and notice of or proof of reliance by any Secured Creditor the Guaranteed Creditors upon the guarantee contained in this Section 2 Bermuda Holdings and Stratus Bermuda Guaranty or acceptance of the guarantee contained in this Section 2Bermuda Holdings and Stratus Bermuda Guaranty; the Borrower 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 Section 2Bermuda Holdings and Stratus Bermuda Guaranty; and all dealings between either the Borrower and or any of the Guarantors, on the one hand, Subsidiary Guarantors and the Secured Creditors, on the other hand, Guaranteed Creditors shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Bermuda Holdings and Stratus Bermuda Guaranty. Each Guarantor of Bermuda Holdings and Stratus Bermuda waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Subsidiary Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit AgreementGuaranteed Obligations guaranteed by Bermuda Holdings and Stratus Bermuda. Each Guarantor of Bermuda Holdings and Stratus Bermuda understands and agrees that the guarantee contained in this Section 2 Bermuda Holdings and Stratus Bermuda Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of this Agreement, the Credit Agreement or Notes, any other Loan Document (other than this Agreement)Credit Document, the Letters of Credit, any Swap Agreements, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditorthe Guaranteed Creditors, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Borrower, any of the Subsidiary Guarantors or any other Person against any Secured Creditorthe Guaranteed Creditors, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 2Bermuda Holdings or Stratus Bermuda , in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorof Bermuda Holdings or Stratus Bermuda , any Secured Creditor the Guaranteed Creditors 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 Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, the Guaranteed Creditors to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Bermuda Holdings and/or Stratus Bermuda of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against Bermuda Holdings and Stratus Bermuda . This Bermuda Holdings and Stratus Bermuda Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each of Bermuda Holdings and Stratus Bermuda and the successors and assigns thereof, and shall inure to the benefit of the Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each of Bermuda Holdings and Stratus Bermuda under this Bermuda Holdings and Stratus Bermuda Guaranty shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Secured Creditor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsGuaranteed Obligations.

Guarantee Absolute and Unconditional. Each Guarantor Holdings 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 Administrative Agent or any Secured Creditor Party upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 Section 2Guarantee; and all dealings between either the Borrower and any of the Guarantorsother Credit Parties, on the one hand, and the Administrative Agent and the Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor Holdings waives except to the extent that any such waiver would be expressly prohibited by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the other Subsidiary Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor Holdings understands and agrees that the its guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Credit 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 the Administrative Agent or any Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderand 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 either any Borrower or any other Person person against the Administrative Agent or any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such GuarantorHoldings) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor Holdings under the its guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorHoldings, the Administrative Agent or any Secured Creditor Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Subsidiary Guarantor or any other Person person or against any collateral security or guarantee for the Borrower any Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Subsidiary Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Subsidiary Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Holdings of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Creditor Party against any GuarantorHoldings. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

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

Guarantee Absolute and Unconditional. 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Subsidiary Guarantee or acceptance of the guarantee contained in this Section 2Subsidiary Guarantee; 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 Section 2Subsidiary Guarantee; and all dealings between either Borrower Kimco and any of the Subsidiary Guarantors, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Subsidiary Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower Kimco or any of the Subsidiary Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 2 Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document (other than this Agreement)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 the Administrative Agent or any Secured CreditorLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower Kimco or any Subsidiary Guarantor or other Person obligor in respect of any of the Obligations against the Administrative Agent or any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower Kimco or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower Kimco for the Borrower Obligations, or of such Subsidiary Guarantor under the guarantee contained in this Section 2Subsidiary Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and any Secured Creditor 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, any other Guarantor Kimco 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 the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Kimco 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 Borrower, any other Guarantor Kimco or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any such Subsidiary Guarantor. For This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance of any legal proceedingsthe Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full in cash.

Guarantee Absolute and Unconditional. Each Guarantor AMD waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the Borrower AMD Guaranteed Obligations and notice of or proof of reliance by any Secured Creditor the Company upon the guarantee contained in this Section 2 AMD Guaranty or acceptance of the guarantee contained in this Section 2AMD Guaranty; the Borrower 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 Section 2AMD Guaranty; and all dealings between either Borrower AMD Member and any of the GuarantorsAMD, on the one hand, and the Secured CreditorsCompany or Fujitsu and Fujitsu Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in AMD Guaranty. AMD agrees that (i) any notice provided under this Section 2. Each Guarantor waives diligence, presentment, protest, Agreement to AMD Member (including any demand for payment and or notice of default or nonpayment non payment) shall be deemed to constitute notice to AMD for purposes hereof and (ii) any knowledge of AMD Member shall be deemed knowledge of AMD for purposes hereof. Nothing in this Article 11 shall be deemed to constitute a waiver of, or upon either Borrower 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 Guarantors with respect to 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 Borrower Obligations, except as required pursuant to the Credit Agreementliability of or exonerate guarantors or sureties). Each Guarantor AMD understands and agrees that the guarantee contained in this Section 2 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 the Credit this Agreement or any other Loan Document (other than this Agreement), 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 Secured Creditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which may at any time be available to or be asserted by either Borrower or any other Person against any Secured CreditorArticle 11, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of Borrower AMD Member or such GuarantorAMD) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower AMD Member for the Borrower AMD Guaranteed Obligations, or of such Guarantor AMD under the guarantee contained in this Section 2, AMD Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorAMD, any Secured Creditor the Company, Fujitsu or 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 Borrower, any other Guarantor AMD Member or any other Person or against any collateral security or guarantee guaranty for the Borrower AMD Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor the Company to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor AMD Member or any 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 Borrower, any other Guarantor AMD Member or any other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve any Guarantor AMD of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Company against any GuarantorAMD. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Creditor Party upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between either the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon either upon, the Borrower or any of the Guarantors other Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Guaranteed Transaction 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 the Administrative Agent or any other Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent or any other Person against any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Credit Parties for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Creditor 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 Borrower, any other Guarantor the Borrower 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 the Administrative Agent or any other Secured Creditor to make any such demand, Party to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any the Administrative Agent and the other Secured Creditor Parties against any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereofGuaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of any legal proceedingssuch Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Guaranteed Obligations and notice of or proof of reliance by the Certificate Holders, Indenture Trustee, Collateral Agent or any Secured Creditor Securityholder upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Borrower 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 Section 2Guarantee; and all dealings between either Borrower the Lessor and any of the Guarantorssuch Guarantor, on the one hand, and the Secured CreditorsIndenture Trustee, Collateral Agent and the Securityholders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Lessor or any of the Guarantors such Guarantor with respect to the Borrower Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment (and performance not merely a guaranty of collection) without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Indenture or any other Loan Document (other than this Operative Agreement), any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditorthe Beneficiaries, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Lessor, the Lessee or any other Person such Guarantor against any Secured Creditorthe Beneficiaries, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Lessor, the Lessee or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Lessor or the Lessee for the Borrower Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Creditor the Beneficiaries 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 Borrowerthe Lessor, any other Guarantor the Lessee or any other Person or against any collateral security or guarantee for the Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, the Beneficiaries to pursue such other rights or remedies or to collect any payments from Borrowerthe Lessor, any other Guarantor the Lessee 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 Borrowerthe Lessor, any other Guarantor the Lessee or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Beneficiaries against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and the successors and assigns thereof, and shall inure to the 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 hereofof its guarantee herein, “demand” shall include notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the commencement Guaranteed Obligations and continuance (y) in the event of any legal proceedingssuch 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. 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 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 Section 2Guarantee; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document (other than this Agreement)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 the Administrative Agent or any Secured Creditor, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent or any other Person against any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Creditor 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, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right fight of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each 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 Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each The 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 any Secured Creditor CDC upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; the Borrower 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 Section 2Guarantee; and all dealings between either Borrower the Sellers and any of the GuarantorsGuarantor, on the one hand, and CDC and the Secured CreditorsSellers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Sellers or any of the Guarantors Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance not of collection without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Repurchase Agreement, the Custodial Agreement, or any other Loan Document (other than this Agreement)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 Secured CreditorCDC, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower or any other Person the Sellers against any Secured CreditorCDC, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Sellers or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Sellers for the Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor CDC 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, any other Guarantor the Sellers or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, thereto and any failure by any Secured Creditor to make any such demand, CDC to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Sellers 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 Borrower, any other Guarantor the Sellers or any such other Person or any such collateral security, guarantee or right of offset, offset shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor CDC against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of CDC, and continuance 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 legal proceedingsObligations.

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

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

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

Guarantee Absolute and Unconditional. Each 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 Issuing Bank or any Secured Creditor Lender upon the guarantee contained in this Section 2 Article IX or acceptance of the guarantee contained in this Section 2Article 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 contained in this Section 2; Article IX, and all dealings between either Borrower and any of CCSC or the GuarantorsSubsidiary Borrowers, on the one hand, and the Secured CreditorsAgents, the Issuing Bank and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article IX. Each Guarantor The Agents will, to the extent permitted by applicable law, request payment of any Subsidiary Borrower Obligation from the applicable Subsidiary Borrower before making any claim against CCSC under this Article IX, but will have no further obligation to proceed against a Subsidiary Borrower or to defer for any period a claim against CCSC hereunder. Except as expressly provided in the preceding sentence, CCSC waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower CCSC or any of the Guarantors Subsidiary Borrower with respect to the Subsidiary Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document (other than this Agreement)Document, any of the Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Agent, the Issuing Bank or any Secured CreditorLender, (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, set-off setoff or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either CCSC or the applicable Subsidiary Borrower against the Agents, the Issuing Bank or any other Person against any Secured CreditorLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of Borrower CCSC or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for the any Subsidiary Borrower Obligations, or of such Guarantor CCSC under the guarantee contained in this Section 2Article IX, in bankruptcy or in any other instance. When making either Agent, the Issuing Bank or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Article IX against CCSC, either Agent, the Issuing Bank or any Guarantor, any Secured Creditor 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, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by either Agent, the Issuing Bank or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Subsidiary 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 Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor CCSC of any obligation or liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Agents, the Issuing Bank and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsCCSC.

Guarantee Absolute and Unconditional. 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 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 Section 2Guarantee; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document (other than this Agreement)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 the Administrative Agent or any Secured Creditor, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent or any other Person against any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Creditor 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, any other Guarantor the Borrower 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 the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each 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 Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 8.1 or acceptance of the guarantee contained in this Section 28.1; the Subsidiary Borrower Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.1; and all dealings between either Borrower and any of CBS or the GuarantorsSubsidiary Borrowers, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.1. Each Guarantor CBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower CBS or any of the Guarantors Subsidiary Borrower with respect to the Subsidiary Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement), any of the Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured CreditorLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance hereunderby the applicable Subsidiary Borrower) which may at any time be available to or be asserted by either Borrower CBS against the Administrative Agent or any other Person against any Secured CreditorLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of Borrower CBS or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for the any of its Subsidiary Borrower Obligations, or of such Guarantor CBS under the guarantee contained in this Section 28.1, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.1 against CBS, the Administrative Agent or any Guarantor, any Secured Creditor 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, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Subsidiary 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 Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor CBS of any obligation or liability hereunderunder this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsCBS.

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

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

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

Guarantee Absolute and Unconditional. Each The 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 any Secured Creditor the Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 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 Section 2Guarantee; and all dealings between either Borrower the Affiliate Borrowers and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsLender and the Affiliate Borrowers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Affiliate Borrowers or any of the Guarantors Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, the Note or any other Loan Document (other than this Agreement)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 Secured Creditorthe Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderof performance) which may at any time be available to or be asserted by either Borrower or any other Person the Affiliate Borrowers against any Secured Creditorthe Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Affiliate Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Affiliate Borrower for the Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor the 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, any other Guarantor Affiliate Borrower 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 Secured Creditor to make any such demand, the Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Affiliate 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 Borrower, any other Guarantor Affiliate Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Lender against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and the successors and assigns thereof, “demand” and shall include inure to be benefit of the commencement Lender, and continuance 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 legal proceedingsObligations.

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

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

Guarantee Absolute and Unconditional. Each The 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 Administrative Agent, any Secured Creditor Co-Agent or any Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 Section 2Guarantee; and all dealings between either the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsAdministrative Agent, the Co-Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of and the Guarantors Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or Agreement, any other Loan Document (other than this Agreement)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 the Administrative Agent, the Co-Agent or any Secured CreditorLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent, the Co-Agent or any other Person against any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent, the Co-Agent and any Secured Creditor 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, any other Guarantor the Borrower 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 the Administrative Agent, the Co-Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor either 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 Borrower, any other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Co-Agent or any Secured Creditor Lender against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns, “demand” and shall include inure to the commencement benefit of the Administrative Agent, the Co-Agent and continuance the Lenders, and their respective successors, endorsees, 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 Borrower may be free from any legal proceedingsObligations.

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

Guarantee Absolute and Unconditional. Each 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 Borrower Guaranteed Obligations and notice of or proof of reliance by any Secured Creditor Guaranteed Party upon the guarantee contained in this Section 2 herein or acceptance of the guarantee contained in this Section 2herein; the Borrower 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 Section 2herein; and all dealings between either Borrower the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Secured CreditorsGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2herein. Each To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Borrower Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or Agreement, any other Loan Document (other than this Agreement)or any Ancillary Facility Document, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured CreditorGuaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Secured CreditorGuaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Borrower Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, 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 Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for notwithstanding the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor occurrence of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.Guarantee

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

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

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

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

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Creditor Party upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between either the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon either upon, the Borrower or any of the Guarantors other Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Credit 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 the Administrative Agent or any other Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent or any other Person against any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Credit Parties for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Creditor 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 Borrower, any other Guarantor the Borrower 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 the Administrative Agent or any other Secured Creditor to make any such demand, Party to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any the Administrative Agent and the other Secured Creditor Parties against any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereofCredit Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the other Secured Parties, and their respective successors, indorses, transferees and assigns, until Facility Termination, notwithstanding that from time to time any Credit Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of any legal proceedingssuch Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Creditor Party upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between either the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon either upon, the Borrower or any of the Guarantors other Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Guaranteed Transaction 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 the Collateral Agent or any other Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Collateral Agent or any other Person against any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Credit Parties for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Creditor 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 Borrower, any other Guarantor the Borrower 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 the Collateral Agent or any other Secured Creditor to make any such demand, Party to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any the Collateral Agent and the other Secured Creditor Parties against any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereofGuaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Collateral Agent and continuance the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of any legal proceedingssuch Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.

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

Guarantee Absolute and Unconditional. Each Guarantor waives The obligations of each Guaranteeing Borrower under this Guarantee shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction or defence based upon any claim such Guaranteeing Borrower may have against either Other Borrower or any other person, whether in connection with this Guarantee or any other transaction, and all shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired by any occurrence, matter, circumstance or condition whatsoever (whether or not such Guaranteeing Borrower has any knowledge or notice thereof or has consented thereto), other than the complete performance of the creationGuaranteed Obligations, renewalincluding without limitation: (a) any amendment or modification of any provision of this Agreement, any of the other Credit Facility Documents, the Security Documents or any of the Guaranteed Obligations or any assignment or transfer thereof, including without limitation any extension of the time for payment of or accrual compliance with any of the Guaranteed Obligations; (b) any waiver, consent, extension, granting of time, forbearance, indulgence, renewal or other action or inaction under or in respect of this Agreement, the other Credit Facility Documents, the Security Documents or any of the Guaranteed Obligations, or any exercise or nonexercise of any right, remedy or power in respect thereof; (c) any dealings with any security or other guarantee which the Lenders hold or may hold pursuant to this Agreement or otherwise, including the taking and giving up of security or any other guarantee, the accepting of compositions and the granting of releases and discharges; (d) any bankruptcy, receivership, insolvency, reorganization, amalgamation, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Borrower or any other person or the properties or creditors of any of them; (e) any informality in, omission from, invalidity or unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the other Credit Facility Documents, the Security Documents, any of the Guaranteed Obligations or any other agreement or instrument; (f) any lack or limitation of capacity, status, power or authority of any Borrower or any of their respective directors, officers, employees, partners or agents acting or purporting to act on their behalf, and any defect or any failure to comply with a formal legal requirement in the execution or delivery of any document; (g) any transfer of any assets to or from any Borrower to any Other Borrower, any consolidation, amalgamation or merger of any of the Borrower Obligations and notice of Borrowers with or proof of reliance by into any Secured Creditor upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurredperson, or renewedany change whatsoever in the name, extendedobjects, amended capital structure, corporate existence, membership, constitution or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between either Borrower and business of any of the Guarantors, Borrower; (h) any failure on the one hand, and the Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice part of default or nonpayment to or upon either any Other Borrower or any other person to perform or comply with any term of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement), the other Credit Facility Documents, the Security Documents, any of the Borrower Guaranteed Obligations or any other collateral security therefor agreement or guarantee instrument; (i) any action or right of offset with respect thereto at any time or from time to time held other proceeding brought by any Secured Creditorbeneficiaries or creditors of, (b) or by, any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which may at any time be available to or be asserted by either Other Borrower or any other Person against person for any Secured Creditorreason whatsoever, including without limitation any action or proceeding in any way attacking or involving any issue in respect of this Agreement, the other Credit Facility Documents, the Security Documents, any of the Guaranteed Obligations or any other agreement or instrument; (cj) any other circumstance whatsoever (with lack or without notice to limitation of status or knowledge of power of any Other Borrower or such Guarantorany incapacity or disability of any Other Borrower; or (k) which constitutesthe assignment of all or any part of the benefits of this Guarantee in accordance with the terms of this Agreement, or might be construed to constitute, an equitable or legal discharge any other agreement in respect of Borrower for the Borrower Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder agreement or otherwise pursuing its rights and remedies hereunder against any Guarantor, 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 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 Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsinstrument.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension extension, increase or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Secured Creditor Guaranteed Party upon the guarantee contained in this Section 2 Agreement or acceptance of the guarantee contained in this Section 2Agreement; the Borrower ObligationsObligations and the Loan Documents, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, increased, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Agreement; and all dealings between either the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Agreement. Each The Guarantor waives diligence, presentment, protest, demand for payment payment, notice of acceleration, notice of intent to accelerate, and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors other guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document (other than this Agreement)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 Secured CreditorGuaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower or any other Person against any Secured CreditorGuaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2Agreement, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor 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 Borrower, any other Guarantor the Borrower 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 Secured Creditor to make any such demand, Guaranteed Party to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or Amended and Restated Guaranty Agreement Mat-Rx Development, L.L.C. 7 liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor of the Guaranteed Parties against any the Guarantor. For This Agreement shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns, “demand” and shall include inure to the commencement benefit of the Guaranteed Parties, and continuance their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of any legal proceedingsthe Guarantor under this Agreement shall have been satisfied by payment in full.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations guaranteed by the Guarantor, and notice of or proof of reliance by the Administrative Agent, the Issuing Lender or any Secured Creditor Lender upon the guarantee contained in this Section 2 Guaranty or acceptance of the guarantee contained in this Section 2Guaranty; 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 Section 2Guaranty; and all dealings between either Borrower and the Borrowers or any of the Guarantors, on the one hand, Other Guarantors and the Secured CreditorsAdministrative Agent, on the other hand, Issuing Lender or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Borrowers or any of the Other Guarantors with respect to the Borrower Obligations, except as required pursuant to Obligations guaranteed by the Credit AgreementGuarantor. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or Agreement, the Notes, any other Loan Document (other than this Agreement)Credit Document, the Letters of Credit, any Swap Agreements, 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 the Administrative Agent, the Issuing Lender or any Secured CreditorLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Borrowers, any of the Other Guarantors or any other Person against the Administrative Agent, the Issuing Lender or any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Borrowers or such Other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantor, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and/or any Secured Creditor 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, any other Guarantor the Borrowers 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 the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Creditor Lender against any the Guarantor. For This Guaranty shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each The 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 any Secured Creditor CDC upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; the Borrower 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 Section 2Guarantee; and all dealings between either Borrower the Seller and any of the GuarantorsGuarantor, on the one hand, and CDC and the Secured CreditorsSeller, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Seller or any of the Guarantors Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance not of collection without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Repurchase Agreement, the Custodial Agreement, or any other Loan Document (other than this Agreement)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 Secured CreditorCDC, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower or any other Person the Seller against any Secured CreditorCDC, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Seller or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Seller for the Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor CDC 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, any other Guarantor the Seller or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, thereto and any failure by any Secured Creditor to make any such demand, CDC to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor the Seller or any such other Person or any such collateral security, guarantee or right of offset, offset shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor CDC against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of CDC, and continuance 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 have been terminated, notwithstanding that from time to time during the term of the Agreements the Guarantor may be free from any legal proceedingsObligations.

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

Guarantee Absolute and Unconditional. Each Guarantor Viacom 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 8.1 or acceptance of the guarantee contained in this Section 28.1; the Subsidiary Borrower Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.1; and all dealings between either Borrower and any of Viacom or the GuarantorsSubsidiary Borrowers, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.1. Each Guarantor Viacom waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower Viacom or any of the Guarantors Subsidiary Borrower with respect to the Subsidiary Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement), any of the Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured CreditorLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance hereunderby the applicable Subsidiary Borrower) which may at any time be available to or be asserted by either Borrower Viacom against the Administrative Agent or any other Person against any Secured CreditorLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of Borrower Viacom or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for the any of its Subsidiary Borrower Obligations, or of such Guarantor Viacom under the guarantee contained in this Section 28.1, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.1 against Viacom, the Administrative Agent or any Guarantor, any Secured Creditor 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, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by NY nv-6billion -credit.htm i the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Subsidiary 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 Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Viacom of any obligation or liability hereunderunder this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsViacom.

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

Guarantee Absolute and Unconditional. Each The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Creditor Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower 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 Section 2; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured CreditorsParties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower Obligations, except as required pursuant to the Credit Agreement. Each and each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured CreditorParty or any holder of Equally and Ratably Secured Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Borrower, TWC, TWCE or any other Person against the Administrative Agent, any other Secured CreditorParty or any holder of Equally and Ratably Secured Notes Obligations, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Borrower, TWC or TWCE for the Borrower Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Creditor Party or 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, 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 Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.12

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

Guarantee Absolute and Unconditional. Each Guarantor The Parent Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of any Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 11.20 or acceptance of the guarantee contained in this Section 211.20; the Obligations of any Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 211.20; and all dealings between either the Parent Borrower and any of or the GuarantorsSubsidiary Borrowers, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211.20. Each Guarantor The Parent Borrower waives diligence, presentment, protest, protest and demand for payment and notice of default or nonpayment to or upon either the Parent Borrower or any of the Guarantors Subsidiary Borrower with respect to the Borrower Obligations, except as required pursuant to the Credit AgreementObligations of any Subsidiary Borrower. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 11.20 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement), any of the Obligations of any Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured CreditorLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Obligations of any Subsidiary Borrower or the adoption of any requirement of law purporting to render any Obligations of any Subsidiary Borrower null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance hereunderby the applicable Subsidiary Borrower) which may at any time be available to or be asserted by either the Parent Borrower against the Administrative Agent or any other Person against any Secured CreditorLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Borrower or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for the Borrower any of its Obligations, or of such Guarantor the Parent Borrower under the guarantee contained in this Section 211.20, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 11.20 against the Parent Borrower, the Administrative Agent or any Guarantor, any Secured Creditor 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, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Obligations of any Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Subsidiary 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 Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Parent Borrower of any obligation or liability hereunderunder this Section 11.20, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsParent Borrower.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Seller Obligations and notice of or proof of reliance by any Secured Creditor Buyer upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; the Borrower Seller Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 211; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Secured CreditorsBuyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor waives diligencewaives, but only during the term of this Repurchase Agreement (except with respect to such rights as are required by applicable law and cannot be waived), presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower Sellers or any of the Guarantors Guarantor with respect to the Borrower Seller Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a1) the validity or enforceability against any Seller of the Credit Agreement or any other Loan Document (other than this Repurchase Agreement), any of the Borrower Seller Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured CreditorBuyer, (b2) any defense, set-off or counterclaim defense (other than a defense of payment or performance hereunder) performance), set-off or counterclaim which may at any time be available to or be asserted by either Borrower Sellers or any other Person against Buyer, (3) an Event of Insolvency with respect to any Secured Creditor, Seller or (c4) any other circumstance whatsoever (other than the payment in full of all of Seller Obligations) (with or without notice to or knowledge of Borrower the Sellers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Sellers for the Borrower Seller Obligations, or of such Guarantor under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Creditor Buyer 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, any other Guarantor Sellers or any other Person or against any collateral security or guarantee for the Borrower Seller Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor Buyer to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Sellers or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor the Sellers or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor Buyer against any Guarantor. For the purposes hereof, “hereof "demand” " shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. 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 each of the Agents, the Issuing Lender or any Secured Guaranteed Creditor upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 Section 2Guarantee; and all dealings between either Borrower and the Company or any of the GuarantorsGuarantors and any Agent, on the one hand, and the Secured Creditors, on the other hand, Issuing Lender or any Guaranteed Creditor shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Company or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or Agreement, the Notes, any other Loan Document (other than this Agreement)Credit Document, the Letters of Credit, any Interest Rate Agreements, 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 Secured Agent, the Issuing Lender or any Guaranteed Creditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Company, any of the Guarantors or any other Person against any Secured Agent, the Issuing Lender or any Guaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower any of the Company for the Borrower Obligations, or of such any Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Agent and/or any Guaranteed Creditor may, but shall be 272 under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against Borrower, any other Guarantor the Company 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 Secured Agent or any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Agent or any Guaranteed Creditor against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Agents and continuance the Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Company may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor Viacom 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 8.1 or acceptance of the guarantee contained in this Section 28.1; the Subsidiary Borrower Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.1; and all dealings between either Borrower and any of Viacom or the GuarantorsSubsidiary Borrowers, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.1. Each Guarantor Viacom waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower Viacom or any of the Guarantors Subsidiary Borrower with respect to the Subsidiary Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the The guarantee contained in this this Section 2 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement), any of the Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured CreditorLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance hereunderby the applicable Subsidiary Borrower) which may at any time be available to or be asserted by either Borrower Viacom against the Administrative Agent or any other Person against any Secured CreditorLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of Borrower Viacom or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for the any of its Subsidiary Borrower Obligations, or of such Guarantor Viacom under the guarantee contained in this Section 28.1, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.1 against Viacom, the Administrative Agent or any Guarantor, any Secured Creditor 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, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor Subsidiary 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 Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Viacom of any obligation or liability hereunderunder this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsViacom.

Guarantee Absolute and Unconditional. 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 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 Section 2Guarantee; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document (other than this Agreement)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 the Administrative Agent or any Secured Creditor, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent or any other Person against any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Creditor 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, any other Guarantor the Borrower 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 the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the 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 the Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension creation or accrual of any of the Borrower Guaranteed Obligations and notice of or proof of reliance by any Secured Creditor PBGC upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 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 Section 2Guarantee; and all dealings between either Borrower WHX and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsPBGC, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower WHX or any of the Guarantors Guarantor with respect to the Borrower any Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Document (other than this Settlement Agreement), any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured CreditorPBGC, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower or any other Person WHX against any Secured CreditorPBGC, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower WHX or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower WHX for the Borrower any Guaranteed Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor PBGC 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, any other Guarantor WHX or any other Person or against any collateral security or guarantee for the Borrower any Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, PBGC to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor WHX 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 Borrower, any other Guarantor WHX or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor PBGC against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and his heirs, “demand” distributees, executors, administrators and legal and personal representatives, and shall include inure to the commencement benefit of PBGC and continuance of any legal proceedingsits successors, indorsees, transferees and assigns.

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

Guarantee Absolute and Unconditional. Each Guarantor The Grantor 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 any Secured Creditor the Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 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 Section 2; and all dealings between either the Borrower and any of the GuarantorsGrantor, on the one hand, and the Secured CreditorsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor The Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors Grantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor The Grantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)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 Secured Creditorthe Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower or any other Person against any Secured Creditorthe Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantorthe Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor the Grantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Grantor, any Secured Creditor the Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such the rights and remedies as it may have against the Borrower, any other Guarantor 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 Secured Creditor the Lender to make any such demand, to pursue such the other rights or remedies or to collect any payments from the Borrower, any other Guarantor guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Lender against any Guarantorthe Grantor. For the purposes hereofof this Section 2.4 only, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Borrower 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Agreement or acceptance of the guarantee contained in this Section 2Agreement; 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 Section 2Agreement; and all dealings between either the Term Loan Borrower or the Foreign Subsidiary Borrowers and any of the GuarantorsBorrower, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Agreement. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Term Loan Borrower or any of the Guarantors Foreign Subsidiary Borrowers and the Borrower with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this This Section 2 12 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or this Agreement, any other Loan Document (other than this Agreement)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 the Administrative Agent or any Secured CreditorLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Term Loan Borrower or the Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, (c) any law, regulation, decree or order of any jurisdiction, or any other Person against event, affecting the Obligations or any Secured CreditorLender’s rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a nonDollar currency 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; or (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 required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under the Obligations; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that 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 (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Term Loan Borrower or such Guarantorthe Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Term Loan Borrower or the Foreign Subsidiary Borrowers for the Borrower Obligations, or of such Guarantor the Borrower under the guarantee contained in this Section 212, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower, the Administrative Agent and any Guarantor, any Secured Creditor 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, any other Guarantor the Term Loan Borrower or the Foreign Subsidiary Borrowers 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 the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Term Loan Borrower or the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Borrower of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Creditor Lender against the Borrower. This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Term Loan Borrower or the Foreign Subsidiary Borrowers may be free from any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsObligations.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Borrower Obligations Obligations, and notice of or proof of reliance by any Secured Creditor the Bridge Lenders upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Borrower 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 Section 2Guarantee; and all dealings between either the Borrower and any of the Guarantors, on the one hand, and the Secured CreditorsBridge Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Bridge Agreement or any other Loan Document (other than this Agreement)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 Secured Creditorthe Bridge Lenders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which that may at any time be available to or be asserted by either the Borrower or any other Person against any Secured Creditor, the Bridge Lenders or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Creditor ,each of the Bridge Lenders 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, any other Guarantor the Borrower 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 Secured Creditor to make any such demand, of the Bridge Lenders to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Bridge Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit each of the Bridge Lenders, and continuance of its successors, indorsees, transferees and assigns, until the Obligations are paid in full and any legal proceedingscommitments under the Bridge Agreement are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations.

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

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Guaranteed Obligations and notice of or proof of reliance by any Secured Creditor the Trustee or the Holders upon this Guarantee, the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between either Borrower the Issuers and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsTrustee and the Holders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Company or any of the Guarantors Guarantor with respect to the Borrower Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Indenture or any other Loan Document (other than this Agreement)of the Securities, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditorthe Trustee or the Holders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Company against the Trustee or any other Person against any Secured Creditorthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of Borrower the Company or such Guarantor) which constitutesconstitute, or might be construed to constitute, an equitable or legal discharge of Borrower the Company for the Borrower Guaranteed Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor the Trustee and/or the Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it or they may have against Borrower, any other Guarantor the Company or any other Person or against any collateral security or guarantee for the Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, the Trustee or the Holders to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as on a matter of law, of any Secured Creditor the Trustee and/or the Holders against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Trustee, and continuance its successors, indorsees, transferees and assigns, and the Holders from time to time of the Securities until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Company may be free from any legal proceedingsGuaranteed Obligations.

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

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations Guaranteed Obligations, and notice of or proof of reliance by any Secured Creditor the Trustee or the Holders upon this Guarantee, the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between either Borrower the Issuers and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsTrustee and the Holders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Issuers or any of the Guarantors Guarantor with respect to the Borrower Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Indenture or any other Loan Document (other than this Agreement)of the Senior Subordinated Notes, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditorthe Trustee or the Holders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Issuers against the Trustee or any other Person against any Secured Creditorthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of Borrower the Issuers or such Guarantor) which constitutesconstitute, or might be construed to constitute, an equitable or legal discharge of Borrower the Issuers for the Borrower Guaranteed Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor the Trustee and/or the Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it or they may have against Borrower, any other Guarantor the Issuers or any other Person or against any collateral security or guarantee for the Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, the Trustee or the Holders to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Issuers 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 Borrower, any other Guarantor the Issuers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Trustee and/or the Holders against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Trustee, and continuance its successors, indorsees, transferees and assigns, and the Holders from time to time of the Senior Subordinated Notes until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Issuers may be free from any legal proceedingsGuaranteed Obligations.

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

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

Guarantee Absolute and Unconditional. Each Guarantor waives any The liability and all notice obligations of the creationGuarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any Borrower Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Borrower Obligations Obligations, covenants or undertakings of the Borrower under the Guaranteed Documents; (ii) any modification or amendment of or supplement to the Borrower Obligations; (iii) any loss of or in respect of any security held by the Guaranteed Creditors, whether occasioned by the fault of the Guaranteed Creditors or otherwise, including any release, non perfection or invalidity of any such security; (iv) any change in the existence, structure, constitution, name, control or ownership of the Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Person or their respective assets; (v) the existence of any set off, counterclaim, claim or other right which the Guarantor or the Borrower may have at any time against the Guaranteed Creditors or any other Person, whether in connection with, this Agreement, including the guarantee provided for in this Article X, or any unrelated transaction; (vi) any provision of applicable law purporting to prohibit or limit the payment by the Borrower of any Borrower Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Guaranteed Creditor to payment of the Borrower Obligations; (viii) any release, substitution or addition of any other guarantor of the Borrower Obligations; (ix) any defense arising by reason of any failure of any Guaranteed Creditor to make any presentment, demand, or protest or to give any other notice, including notice of or proof all of reliance by any Secured Creditor upon the guarantee contained in this Section 2 or following: acceptance of the guarantee contained provided for in this Section 2; Article X, partial payment or non payment of all or any part of the Borrower Obligations and the existence, creation, or incurring of new or additional Borrower Obligations; (x) any defense arising by reason of any failure of a Guaranteed Creditor to proceed against the Borrower or any other Person, or to apply or exhaust any security held from the Borrower or any other Person for the Borrower Obligations, and to proceed against, 2534129_10 apply or exhaust any of them, shall conclusively be deemed to have been created, contracted security held from the Guarantor or incurredany other Person, or renewed, extended, amended or waived, in reliance upon to pursue any other remedy available to the guarantee contained in this Section 2; and all dealings between either Borrower and Guaranteed Creditors; (xi) any defense arising by reason of the Guarantorsinvalidity, on illegality or lack of enforceability of the one handBorrower Obligations or any part thereof or of any security or guarantee in support thereof, and or by reason of any incapacity, lack of authority, or other defense of the Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or any other Person, or by reason of any limitation, postponement or prohibition on a Guaranteed Creditor’s rights to payment, or the cessation from any cause whatsoever of the Guarantors liability of the Borrower or any other Person with respect to all or any part of the Borrower Obligations (other than irrevocable payment to the Guaranteed Creditors in full, in cash, of the Borrower Obligations), except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee or by reason of payment and performance without regard to (a) the validity any act or enforceability omission of the Credit Agreement Guaranteed Creditors or others which directly or indirectly results in the discharge or release of the Borrower or any other Loan Document Person or of all or any part of the Borrower Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (xii) any defense arising by reason of the failure by a Guaranteed Creditor to obtain, register, perfect or maintain a Lien in or upon any property of the Borrower or any other than this Agreement)Person, or by reason of any interest of the Guaranteed Creditors in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (xiii) any defense arising by reason of the failure of the Guaranteed Creditors to marshal assets; (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Guaranteed Creditors to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Borrower Obligations or any other collateral security therefor guarantee thereof, or guarantee any notice that may be given in connection with any sale or right other disposition of offset with respect thereto at any time or from time to time held by any Secured Creditor, such property; (bxv) any defensedefense based upon or arising out of any bankruptcy, set-off insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or counterclaim (other than a defense of payment dissolution proceeding commenced by or performance hereunder) which may at any time be available to or be asserted by either against the Borrower or any other Person Person, including any discharge or bar against collection of any Secured Creditor, or of the Borrower Obligations; or (cxvi) any other law, event or circumstance whatsoever (with or without notice any other act or failure to act or delay of any kind by the Borrower, the Guaranteed Creditors or any other Person, which might, but for the provisions of this Section, constitute a legal or equitable defense to or knowledge discharge, limitation or reduction of Borrower or such the Guarantor) which constitutes’s obligations hereunder, or might be construed to constituteother than as a result of the irrevocable payment in full, an equitable or legal discharge in cash, of Borrower for the Borrower Obligations. The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any action or of such Guarantor under failure to take action by the guarantee contained in this Section 2Guaranteed Creditors is to destroy or diminish the Guarantor’s subrogation rights, in bankruptcy or in the Guarantor’s right to proceed against the Borrower for reimbursement, the Guarantor’s right to recover contribution from any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, 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 Borrower, any other Guarantor guarantor or any other Person right or against any collateral security or guarantee for remedy of the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each The 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 any Secured Creditor the Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 Section 2Guarantee; and all dealings between either the Borrower and any of or the GuarantorsGuarantor, on the one hand, and the Secured Creditors, Lender on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Receivables Agreement, or any other Loan Document (other than this Agreement)Program 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 Secured Creditorthe Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Lender, (c) any inability of the Borrower to perform its obligations due to any currency transfer regulations, including, without limitation, inability to convert other currencies into Dollars or any other Person against any Secured Creditorto transfer Dollars, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, any Secured Creditor the 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, any other Guarantor the Borrower 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 Secured Creditor to make any such demand, the Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Lender against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Lender, and continuance its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of any legal proceedingsthe Guarantor under this Guarantee shall have been satisfied by payment in full.

Guarantee Absolute and Unconditional. Each Guarantor The Company 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in under this Section 27; 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 contained in under this Section 27; and all dealings between either Borrower and any of the GuarantorsForeign Subsidiary Borrowers or the Company, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in under this Section 27. Each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Foreign Subsidiary Borrowers or any of the Guarantors Company with respect to the Foreign Subsidiary Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the The guarantee contained in under this Section 2 7 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement this Agreement, or any other Loan Document (other than this Agreement)Document, any of the Foreign Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured CreditorLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either Borrower the Foreign Subsidiary Borrowers against the Administrative Agent or any other Person against any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Foreign Subsidiary Borrowers or such Guarantorthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Foreign Subsidiary Borrowers for the Foreign Subsidiary Borrower Obligations, or of such Guarantor the Company under the guarantee contained in under this Section 27, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Guarantor, any Secured Creditor 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, any other Guarantor the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor the Foreign Subsidiary Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any other Guarantor the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Creditor Lender against the Company. The guarantee under this Section 7 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Foreign Subsidiary Borrower Obligations and the obligations of the Company under the guarantee under this Section 7 shall have been satisfied by payment in full and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers may be free from any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsForeign Subsidiary Borrower Obligations.

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

Guarantee Absolute and Unconditional. 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 any Secured Creditor Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 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 Section 2; and all dealings between either Borrower any of the Borrowers and any of the Guarantors, on the one hand, and the Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower any of the Borrowers or any of the Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)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 Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderor the Discharge of Obligations or the release of any Guarantor pursuant to Section 8.15 hereof) which may at any time be available to or be asserted by either Borrower any of the Borrowers or any other Person against any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower any of the Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower any of the Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instanceinstance other than the release of such Guarantor from this Agreement by the Administrative Agent and the Collateral Agent pursuant to and to the extent set forth in Section 8.15 hereof or Section 9.14 of the Credit Agreement. When To the fullest extent permitted by applicable law, when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Creditor Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, any Borrower or any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

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

Guarantee Absolute and Unconditional. Each Guarantor Holdings 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 Administrative Agent or any Secured Creditor Party upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 Section 2Guarantee; and all dealings between either Borrower the Borrowers and any of the Guarantorsother Credit Parties, on the one hand, and the Administrative Agent and the Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor Holdings waives except to the extent that any such waiver would be expressly prohibited by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Borrowers or any of the other Subsidiary Guarantors with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor Holdings understands and agrees that the its guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Credit 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 the Administrative Agent or any Secured CreditorParty, (b) any defense, set-off or counterclaim counter-claim (other than a defense of payment or-performance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or performance hereunderin 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 either any Borrower or any other Person person against the Administrative Agent or any Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Borrowers or such GuarantorHoldings) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower the Borrowers for the Borrower Obligations, or of such Guarantor Holdings under the its guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorHoldings, the Administrative Agent or any Secured Creditor Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Subsidiary Guarantor or any other Person person or against any collateral security or guarantee for the Borrower any Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Creditor Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Subsidiary Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Subsidiary Guarantor or any other Person person or any such collateral security, guarantee or right of offset, Table of Contents shall not relieve any Guarantor Holdings of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Creditor Party against any GuarantorHoldings. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent, any Secured Creditor Administrative Agent or any Lender upon the guarantee contained in this Section 2 Parent Guarantee or acceptance of this Parent Guarantee or the guarantee contained in this Section 2; the Borrower Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Parent Guarantee; and all dealings between either Borrower and the Borrower, any of the GuarantorsGuarantor and/or any other Loan Party, on the one hand, and the Secured CreditorsCollateral Agent, any Administrative Agent and/or any Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Parent Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower the Borrower, any Guarantor or any of the Guarantors other Loan Party with respect to the Borrower Guaranteed Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Parent Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance payment, without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Bridge Loan Agreement, the Notes or any other Loan Document (other than this Agreement)Document, any of the Borrower Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, any Secured CreditorAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower or any other Person Loan Party against the Collateral Agent, any Secured Creditor, Administrative Agent or any Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Borrower, any Guarantor or such Guarantorany other Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Loan Party for the Borrower Guaranteed Obligations, or of such any Guarantor under the guarantee contained in this Section 2Parent Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Creditor the Collateral Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Loan Party or any other Person or against any collateral security or guarantee for the Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent (or any Secured Creditor to make Administrative Agent or any such demand, Lender) to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Collateral Agent against any Guarantor. For This Parent Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon each Guarantor and the successors and assigns thereof, “demand” and shall include inure to be benefit of the commencement Collateral Agent and continuance its successors, indorsees, transferees and assigns, until all of the Guaranteed Obligations shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Bridge Loan Agreement the Borrower and the other Loan Parties may be free from any legal proceedingsof the Guaranteed Obligations.

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

Guarantee Absolute and Unconditional. Each The 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 Administrative Agent or any Secured Creditor Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 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 Section 2Guarantee; and all dealings between either the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Secured CreditorsAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either the Borrower or any of the Guarantors Guarantor with respect to the Borrower Obligations, except as required pursuant to the Credit Agreement. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document (other than this Agreement)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 the Administrative Agent or any Secured Creditor, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunderperformance) which may at any time be available to or be asserted by either the Borrower against the Administrative Agent or any other Person against any Secured CreditorLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Creditor 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, any other Guarantor the Borrower 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 the Administrative Agent or any Secured Creditor to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor 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 Borrower, any other Guarantor the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor the Administrative Agent and the Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance 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 and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any legal proceedingsObligations.

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

Guarantee Absolute and Unconditional. Each Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Canadian Obligations and notice of or proof of reliance by any Canadian Secured Creditor Party upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; the Borrower Canadian Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 211; and all dealings between either Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Canadian Secured CreditorsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower WSCA or any of the Guarantors other Loan Parties with respect to the Canadian Obligations. The Borrower Obligations, except as required pursuant to the Credit Agreement. Each Guarantor understands and agrees that the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document (other than this Agreement)Document, any of the Borrower Canadian 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 Canadian Secured CreditorParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which may at any time be available to or be asserted by either the Borrower or WSCA or any other Person against any Canadian Secured CreditorParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower the Borrower, WSCA or such Guarantorother Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower for the Canadian Obligations or of the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Borrower, any Canadian Secured Creditor 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 Borrower, WSCA any other Guarantor Loan Party or any other Person or against any collateral security or guarantee for the Borrower Canadian Obligations or any right of offset with respect thereto, and any failure by any Canadian Secured Creditor Party to make any such demand, to pursue such other rights or remedies or to collect any payments from BorrowerWSCA, any other Guarantor Loan Party or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of BorrowerWSCA, any other Guarantor Loan Party or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Borrower of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Canadian Secured Creditor Party against any Guarantorthe Borrower. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.