Common use of Guarantee Absolute Clause in Contracts

Guarantee Absolute. (a) This Guarantee shall constitute a guarantee of payment and of performance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations of the Guarantor under this Guarantee or requiring payment or performance of the Liabilities by the Guarantor hereunder, or at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Security Trustee, the Facility Agent and/or such Lender against the Guarantor. The Security Trustee, the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to or simultaneously with pursuing its various rights referred to in the Credit Agreement and the other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determine.

Guarantee Absolute. (a) This Guarantee shall constitute is a guarantee Guarantee of payment and of performance and not of collection, is a primary obligation of the Company and not one of surety, and the Guarantor specifically agrees that it validity and enforceability of this Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other Guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guarantee even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Obligations or to amounts which are not covered by this Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; in connection herewith or an unrelated transaction, (iik) make any other effort to obtain payment or performance of any Liabilities from the Borrower Administrative Agent’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Lender’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Lender’s claims for repayment of the Lenders may Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other Guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other Guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as Administrative Agent and the Security Trustee, the Facility Agent and/or such Lender may determineLenders.

Guarantee Absolute. (a) This Guarantee shall The obligations of the Guarantor under Section 1 of this Guaranty constitute a guarantee present and continuing guaranty of payment and of performance and not of collection, collectability and the Guarantor specifically agrees that it shall not be necessary, and guarantees that the Guarantor shall not Guaranteed Obligations will be entitled to requirepaid strictly in accordance with the terms of the Note Agreement and the Notes, before regardless of any law, regulation or as a condition order now or hereafter in effect in any jurisdiction affecting any of enforcing such terms or the rights of any Obligee with respect thereto. The obligations of the Guarantor under this Guarantee or requiring payment or performance Guaranty are independent of the Liabilities by Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor hereunderto enforce this Guaranty, or at irrespective of whether any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment action is brought against the Borrower Parent or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment the Operating Partnership or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for the Guaranteed Obligations or whether the Parent or the Operating Partnership or any Liabilitiesother such Person is joined in any such action or actions. Notwithstanding anything herein to To the contraryextent permitted by law, no provision the liability of this Guarantee shall require the Guarantor to payunder this Guaranty shall be primary, perform absolute, irrevocable, and unconditional irrespective of: (i) any lack of validity or discharge enforceability of any Liabilities prior to Guaranteed Obligation, the time such Liabilities are due and payable. When making Note Agreement, any demand hereunder against Note, any other Guaranty or any agreement or instrument relating thereto; (ii) any change in the Guarantortime, none manner or place of payment of, or in any other term of, all or any of the Security TrusteeGuaranteed Obligations, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent other amendment or waiver of or any Lender consent to make any such demand or to collect any payments departure from the Borrower shall not relieve the Guarantor Note Agreement, any Note or any other Guaranty; (iii) any taking, exchange, release or non-perfection of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or impliedany collateral, or as a matter any taking, release or amendment or waiver of lawor consent to departure by any other Person liable, or any other guarantee, for all or any of the Security TrusteeGuaranteed Obligations; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Facility Agent and/or such Lender against Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Guarantor. The Security Trustee, Parent or the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to Operating Partnership or simultaneously with pursuing its various rights referred to in the Credit Agreement and the any other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determine.Subsidiary; S-1.2-2

Guarantee Absolute. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrowers and any of the Guarantors, on the one hand, and the 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 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing and absolute guarantee of payment without regard to (a) This Guarantee shall constitute a guarantee of payment and of performance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before validity or as a condition of enforcing the obligations enforceability of the Guarantor under this Guarantee Credit Agreement or requiring payment or performance any other Loan Document, any of the Liabilities by the Guarantor hereunder, Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time thereafteror from time to time held by the Lender, that or (b) any Person: defense, set-off or counterclaim (iother than a defense of payment or performance) file suit which may at any time be available to or proceed to obtain or assert a claim for personal judgment against be asserted by the Borrower Borrowers or any other Person that may be liable for any Liabilities; against the Lender, or (iic) make any other effort circumstance whatsoever (with or without notice to obtain payment or performance knowledge of any Liabilities from the Borrower Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payableinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, none of the Security TrusteeLender may, the Facility Agent or any Lender need 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; provided that Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrowers, 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 Borrowers, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the any Guarantor of its obligations any obligation or liabilities hereunder liability hereunder, and shall not impair or affect the rights and remedies, express whether express, implied or implied, or available as a matter of law, of the Security Trustee, the Facility Agent and/or such Lender against the any Guarantor. The Security Trustee, the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to or simultaneously with pursuing its various rights referred to in the Credit Agreement and the other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determine.For the

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Borrowing Subsidiary Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Borrowing Subsidiary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Borrowing Subsidiary Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Borrowing Subsidiary Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Borrowing Subsidiary Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by 138 Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Borrowing Subsidiary Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Borrowing Subsidiary Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative Agent, the Facility Agent and/or such Lender may determineLenders, the Issuing Banks and other holders of any Guaranteed Borrowing Subsidiary Obligations.

Guarantee Absolute. (a) This Guarantee shall constitute is a guarantee Guarantee of payment and of performance and not of collection, is a primary obligation of the Company and not one of surety, and the Guarantor specifically agrees that it validity and enforceability of this Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other Guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guarantee even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Obligations or to amounts which are not covered by this Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; in connection herewith or an unrelated transaction, (iik) make any other effort to obtain payment or performance of any Liabilities from the Borrower Administrative Agent’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Lender’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Lender’s claims for repayment of the Lenders may Guaranteed Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as Administrative Agent and the Security Trustee, the Facility Agent and/or such Lender may determineLenders.

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any 115 Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative Agent, the Facility Agent and/or such Lender may determineLenders, the Issuing Banks and other holders of any Guaranteed Obligations.

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Borrowing Subsidiary Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Borrowing Subsidiary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Borrowing Subsidiary Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Borrowing Subsidiary Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Borrowing Subsidiary Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Borrowing Subsidiary Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Borrowing Subsidiary Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative 128 Agent, the Facility Agent and/or such Lender may determineLenders, the Issuing Banks and other holders of any Guaranteed Borrowing Subsidiary Obligations.

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Borrowing Subsidiary Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by [[3851767]] 133 any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Borrowing Subsidiary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Borrowing Subsidiary Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Borrowing Subsidiary Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Borrowing Subsidiary Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Borrowing Subsidiary Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determine.guarantees or other obligations or any provision of any applicable law or [[3851767]]

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Borrowing Subsidiary Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Borrowing Subsidiary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Borrowing Subsidiary Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Borrowing Subsidiary Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Borrowing Subsidiary Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Borrowing Subsidiary Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Borrowing Subsidiary Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative Agent, the Facility Agent and/or such Lender may determine.Lenders, the Issuing Banks and other holders of any Guaranteed Borrowing Subsidiary Obligations. 140

Guarantee Absolute. (a) This Guarantee shall constitute is a guarantee Guarantee of payment and of performance and not of collection, is a primary obligation of each Guarantor and not merely one of surety, and the Guarantor specifically agrees that it validity and enforceability of this Guarantee shall be absolute and unconditional irrespective of, and shall not be necessaryimpaired or affected by, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other Guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guarantee Article VIII even though the Lender or requiring any other holder of a Guaranteed Obligation might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Article VIII; (g) any change in the ownership of the Borrower or the insolvency, bankruptcy or any other change in the legal status of the Borrower; (h) change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Borrower or any other Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Article VIII, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Article VIII; (j) the existence of any claim, defense, deduction, recoupment, setoff or other rights which any Guarantor hereunder, or may have at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities herewith or any security or other guarantee thereforan unrelated transaction; or (vk) assert any other circumstance, whether or file not similar to any claim against of the assets foregoing, which could constitute a defense to a guarantor (including all defenses based on suretyship or impairment of collateral); all whether or not any Guarantor shall have had notice or knowledge of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform act or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Security Trustee, the Facility Agent and/or such Lender against the Guarantor. The Security Trustee, the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to or simultaneously with pursuing its various rights omission referred to in the Credit Agreement foregoing clauses (a) through (k) of this Section. It is agreed that each Guarantor’s liability hereunder is several and independent of any other Guarantees or other obligations not arising under this Article VIII at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Guarantor’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other Guarantees or other obligations not arising under this Article VIII or any provision of any applicable law purporting to prohibit payment by the Borrower of the Guaranteed Obligations in the manner agreed upon by the Borrower and the Lender or any other Operative Documentsholder of Guaranteed Obligations. This Guarantee is continuing, and shall remain in effect until all Guaranteed Obligations have been paid in full. Each Guarantor hereby waives any right to revoke this Guarantee as the Security Trustee, the Facility Agent and/or such Lender may determineto any future transaction giving rise to any Guaranteed Obligation.

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Borrowing Subsidiary Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Borrowing Subsidiary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Borrowing Subsidiary Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Borrowing Subsidiary Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Borrowing Subsidiary Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Borrowing Subsidiary Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the 134 [[5866265v.11]] Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Borrowing Subsidiary Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative Agent, the Facility Agent and/or such Lender may determineLenders, the Issuing Banks and other holders of any Guaranteed Borrowing Subsidiary Obligations. SECTION 9.04.

Guarantee Absolute. (a) This Guarantee shall constitute is a guarantee Guarantee of payment and of performance and not of collection, is a primary obligation of the Company and not one of surety, and the Guarantor specifically agrees that it validity and enforceability of this Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other Guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guarantee even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Obligations or to amounts which are not [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] covered by this Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; in connection herewith or an unrelated transaction, (iik) make any other effort to obtain payment or performance of any Liabilities from the Borrower Administrative Agent’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Lender’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Lender’s claims for repayment of the Lenders may Guaranteed Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as Administrative Agent and the Security Trustee, the Facility Agent and/or such Lender may determineLenders.

Guarantee Absolute. (a) This Guarantee shall constitute is a guarantee Guarantee of payment and of performance and not of collection, is a primary obligation of each Guarantor and not merely one of surety, and the Guarantor specifically agrees that it validity and enforceability of this Guarantee shall be absolute and unconditional irrespective of, and shall not be necessaryimpaired or affected by, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other Guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guarantee Article X even though the Administrative Agent or requiring any other holder of a Guaranteed Obligation might 97 Credit Agreement lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Article X; (g) any change in the ownership of the Borrower or the insolvency, bankruptcy or any other change in the legal status of the Borrower; (h) change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Borrower or any other Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Article X, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Article X; (j) the existence of any claim, defense, deduction, recoupment, setoff or other rights which any Guarantor hereunder, or may have at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities herewith or any security or other guarantee thereforan unrelated transaction; or (vk) assert any other circumstance, whether or file not similar to any claim against of the assets foregoing, which could constitute a defense to a guarantor (including all defenses based on suretyship or impairment of collateral); all whether or not any Guarantor shall have had notice or knowledge of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform act or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Security Trustee, the Facility Agent and/or such Lender against the Guarantor. The Security Trustee, the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to or simultaneously with pursuing its various rights omission referred to in the Credit Agreement foregoing clauses (a) through (k) of this Section. It is agreed that each Guarantor’s liability hereunder is several and independent of any other Guarantees or other obligations not arising under this Article X at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Guarantor’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other Guarantees or other obligations not arising under this Article X or any provision of any Applicable Law purporting to prohibit payment by the Borrower of the Guaranteed Obligations in the manner agreed upon by the Borrower and the Administrative Agent or any other Operative Documentsholder of Guaranteed Obligations. This Guarantee is continuing, and shall remain in effect until all Guaranteed Obligations have been paid in full. Each Guarantor hereby waives any right to revoke this Guarantee as the Security Trustee, the Facility Agent and/or such Lender may determineto any future transaction giving rise to any Guaranteed Obligation.

Guarantee Absolute. Xxxxxxxxx guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or any Agent with respect thereto. The obligations of Xxxxxxxxx under this Article X are independent of the Obligations and the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Xxxxxxxxx to enforce this Article X, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of Xxxxxxxxx under this guarantee shall be irrevocable, absolute and unconditional irrespective of, and Xxxxxxxxx hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; any change, restructuring or termination of the corporate structure or existence of any Borrower; or any other circumstance, (aincluding, without limitation, any statute of limitations to the fullest extent permitted by applicable law) This Guarantee shall which might otherwise constitute a guarantee of payment and of performance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations of the Guarantor under this Guarantee or requiring payment or performance of the Liabilities by the Guarantor hereunderdefense available to, or a discharge of, Xxxxxxxxx, the other Borrowers or any other guarantor. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time thereafterany payment or any of the Guaranteed Obligations is rescinded or must otherwise be returned by any of the Lenders or the Agents upon the insolvency, that bankruptcy or reorganization of any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain otherwise, all as though such payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall had not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Security Trustee, the Facility Agent and/or such Lender against the Guarantor. The Security Trustee, the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to or simultaneously with pursuing its various rights referred to in the Credit Agreement and the other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determinebeen made.

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative Agent, the Facility Agent and/or such Lender may determineLenders, the Issuing Banks and other holders of any Guaranteed Obligations.

Guarantee Absolute. (a) This Parent Guarantee shall constitute is a guarantee of payment and of performance and not of collection, is intended to have the same effect as if the Company were a primary obligor of the Guaranteed Obligations and not merely a surety, and the Guarantor specifically agrees that it validity and enforceability of this Parent Guarantee shall be absolute and unconditional irrespective of, and shall not be necessary, and that the Guarantor shall not be entitled to require, before impaired or as a condition of enforcing the obligations affected by any of the Guarantor under following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, 98 #96405571v11 settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or requiring all of the Guaranteed Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Parent Guarantee, or to take any other action required in connection with the performance of all obligations pursuant to the Liabilities by Guaranteed Obligations or this Parent Guarantee, (j) the Guarantor hereunderexistence of any claim, setoff or other rights which the Company may have at any time thereafteragainst any Obligor, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Lender’s or any other Person that may be liable for such Liabilities; (iii) foreclose against Issuing Bank’s election, in any case or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none proceeding instituted under chapter 11 of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of lawUnited States Bankruptcy Code, of the Security Trusteeapplication of section 1111(b)(2) of the United States Bankruptcy Code, (l) any borrowing, use of cash collateral, or grant of a security interest by the Facility Agent and/or such Lender against Company, as debtor in possession, under section 363 or 364 of the Guarantor. The Security TrusteeUnited States Bankruptcy Code, (m) the Facility Agent and/or disallowance of all or any portion any Person’s claims for repayment of the Lenders may Guaranteed Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in all events pursue its rights under this Guarantee prior to each case, whether or simultaneously with pursuing its various rights not the Company shall have had notice or knowledge of any act or omission referred to in the Credit Agreement foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Obligations in the manner agreed upon between the Obligor and the other Operative Documents, as the Security TrusteeAdministrative Agent, the Facility Agent and/or such Lender may determineLenders, the Issuing Banks and other holders of any Guaranteed Obligations.

Guarantee Absolute. Each Guarantor waives any and all notice of the ------------------ creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Borrowers and either Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or such Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing and absolute guarantee of payment without regard to (a) This Guarantee shall constitute the validity, regularity or enforceability of the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a guarantee defense of payment and or performance) which may at any time be available to or be asserted by either Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of performance and not either Borrower or either Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of collectioneither Borrower for the Obligations, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations of the either Guarantor under this Guarantee Guarantee, in bankruptcy or requiring payment or performance of in any other instance. When pursuing its rights and remedies hereunder against either Guarantor, the Liabilities by the Guarantor hereunderAdministrative Agent and any Lender may, or at any time thereafterbut shall be under no obligation to, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment pursue such rights and remedies as it may have against the either Borrower or any other Person that may be liable or against any collateral security or guarantee for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower Obligations or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection of offset with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contraryrespect thereto, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor, none of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Administrative Agent or any Lender to make any pursue such demand other rights or remedies or to collect any payments from the 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 either Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the such Guarantor of its obligations or liabilities hereunder any liability hereunder, and shall not impair or affect the rights and remedies, express whether express, implied or implied, or available as a matter of law, of the Security Trustee, the Facility Administrative Agent and/or such or any Lender against the such Guarantor. The Security TrusteeSubject to paragraph (h) of Section 2 hereof, this Guarantee shall remain in full force and effect and be binding in accordance with and to the Facility extent of its terms upon each Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and/or and the Lenders may in Lenders, and their respective successors, indorsees, transferees and assigns, until all events pursue its rights the Obligations and the obligations of each Guarantor under this Guarantee prior shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to or simultaneously with pursuing its various rights referred to in time during the term of the Credit Agreement and the other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender Borrowers may determinebe free from any Obligations.