Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Secured Parties 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 Company and any of the Guarantors, on the one hand, and the PurchasersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersSecured Parties, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by PurchasersSecured Parties) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersSecured Parties, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Secured Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Secured Parties to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Secured Parties against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Purchasers Collateral Agent or any other Secured Party upon the guarantee contained in this Section Article 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 2. Each Subsidiary Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the Company, any Pipeline Company Borrower or any of the Subsidiary Guarantors with respect to the Guaranteed Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section Article 2 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability or perfection of the Purchase Credit Agreement or any other Transaction Financing Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the PurchasersCollateral Agent or any Secured Party, (b) any defense, set-off or counterclaim whatsoever (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersCollateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) Subsidiary Guarantor or any other Credit Party), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, any Pipeline Company Borrower or any other Subsidiary Guarantor for any of its respective portion of the Obligations, Guaranteed Obligations or of such Subsidiary Guarantor under the guarantee contained in this Section Article 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Purchasers Collateral Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers Collateral Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent against any such Subsidiary Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company 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 Purchasers any Agent or any Lender upon the guarantee contained in this Section 2 Article 8 or acceptance of the guarantee contained in this Section 2Article 8; 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 2Article 8; and all dealings between the Company and Company, any of the GuarantorsPipeline Company Borrowers and any Subsidiary Guarantor, on the one hand, and the PurchasersAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article 8. Each Guarantor The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Pipeline Company Borrowers or any of the Subsidiary Guarantors with respect to the Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 Article 8 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 Purchasersany Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the any Pipeline Company Borrower, any Subsidiary Guarantor or any other Person against the Purchasersany Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Pipeline Company Borrowers, the Subsidiary Guarantors or such Guarantor) the Company), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of Pipeline Company Borrowers or the Company Subsidiary Guarantors for the Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2Article 8, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, any Guarantor, the Purchasers Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Companyany Pipeline Company Borrower, any other Subsidiary 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 Purchasers any Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Purchasers against any GuarantorCompany. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations and notice of or proof of reliance by the Purchasers any Purchaser upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, modified or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Company Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity or enforceability of the Securities Purchase Agreement or any other Transaction Document, any of the Company 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 Purchasersany Purchaser, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the Purchasersany Purchaser, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Company Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers any Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations Company Obligations, or any right of offset with respect thereto, and any failure by the Purchasers any Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other Person Person, or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers any Purchaser against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any 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 Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, 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 CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 7 or acceptance of the guarantee contained in this Section 27; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, increased or waived, in reliance upon the guarantee contained in this Section 27; and all dealings between the Company Borrower and any of the GuarantorsGuarantor, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 27. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 7 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such the Guarantor under the guarantee contained in this Section 27, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Borrower 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 Company, any other Guarantor Borrower or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any the Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Purchasers Collateral Agent or any other Secured Party upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; Guarantee, and all dealings between the Company Borrower and any of the Guarantors, on the one hand, and the PurchasersCollateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each Guarantor waives to the fullest extent permitted by law applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Company Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Purchase Agreement or Credit Agreement, any other Transaction Credit 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 PurchasersCollateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which that may at any time be available to or be asserted by the Company Borrower against the Collateral Agent or any other Person against the Purchasers, Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, Borrower or 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 Purchasers to make Collateral Agent or any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from the Company, Borrower or any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, Borrower or any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent and the other Secured Parties against any such Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor Viacom International waives any and all notice of the creation, renewal, extension or accrual of any of the Viacom Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 8.2 or acceptance of the guarantee contained in this Section 28.2; the Obligations, and any of them, Viacom Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.2; and all dealings between the Company and any of the GuarantorsViacom International or Viacom, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.2. Each Guarantor Viacom International waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Viacom International or any of the Guarantors Viacom with respect to the Viacom Obligations. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 8.2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentthis Agreement, any of the Viacom 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 PurchasersAdministrative Agent or any Lender, (b) the legality under applicable requirements of law of repayment by Viacom of any Viacom Obligations or the adoption of any requirement of law purporting to render any Viacom Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance or fraud by PurchasersViacom) which may at any time be available to or be asserted by Viacom International against the Company Administrative Agent or any other Person against the PurchasersLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company Viacom International or such GuarantorViacom) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Viacom for the any of its Viacom Obligations, or of such Guarantor Viacom International under the guarantee contained in this Section 28.2, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.2 against any GuarantorViacom International, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Viacom or any other Person or against any collateral security or guarantee for the Viacom Obligations or any right of offset with respect thereto, and any failure by the Purchasers to make Administrative Agent or any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Viacom or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor Viacom or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Viacom International of any obligation or liability hereunderunder this Section 8.2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsViacom International.

Guarantee Absolute and Unconditional. Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Purchasers Collateral Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; each of the Borrower Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Company Borrower and any of the Guarantors, on the one hand, and the PurchasersCollateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives waives, to the maximum extent permitted by law applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the other Guarantors with respect to any of the Borrower Obligations. Each Guarantor understands and agrees agrees, to the extent permitted by law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment (whether or not any bankruptcy, insolvency, receivership or other similar proceeding shall have stayed the accrual or collection of any of the Secured Obligations or operated as a discharge thereof) and performance without regard not merely of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the PurchasersCollateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which that may at any time be available to or be asserted by the Company Borrower against the Collateral Agent, the Administrative Agent or any other Person against Secured Party, (c) any change in the Purchaserstime, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, non-perfection, taking, or release of Security Collateral, (e) any change in the structure or existence of the Borrower, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (civ) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Company Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Purchasers Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, 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 CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent, the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each The CME Subsidiary 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 Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 2Guarantee; and all dealings between Borrower or the Company and any of the GuarantorsCME Subsidiary Guarantor, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The CME Subsidiary Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or the Company or any of the Guarantors CME Subsidiary Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not of collection without regard to (a) the validity validity, regularity or enforceability of the Purchase Credit Agreement or any other Transaction Credit Document, any of the Obligations 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, (c) whether or not any of the Obligations are from time to time reduced, or extinguished (cother than pursuant to Section 2(b) above), whether or not recovery may be or hereafter become barred by any statute of limitations or otherwise, and despite any arrangement or composition entered into in connection with any bankruptcy or other proceeding or (d) any other circumstance whatsoever (with or without notice to or knowledge of Borrower or the Company or such CME Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower from the Company for the Obligations, Obligations or of such the CME Subsidiary Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any a demand hereunder or otherwise pursuing its rights and remedies hereunder against any the CME Subsidiary Guarantor, the Purchasers Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against Borrower, the Company, any other CME Subsidiary 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, the Company, any other CME Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower, the Company, any other CME Subsidiary Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the CME Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any the CME Subsidiary Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Indenture Trustee 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 Company Obligors and any of the GuarantorsGuarantor, on the one hand, and the PurchasersIndenture Trustee on behalf of the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors Obligors with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement Indenture or any other Transaction 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 PurchasersIndenture Trustee, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Obligors or any other Person against the Purchasers, Indenture Trustee or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Obligors or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Obligors for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers Indenture Trustee may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Obligors 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 Purchasers Indenture Trustee to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Obligors 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 Company, any other Guarantor an Obligor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Indenture Trustee against any the Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, 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 waives, to the extent permitted by law law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives The Guarantors waive 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 Purchasers Purchaser 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 Company Company, its Subsidiaries, and any of the Guarantors, on the one hand, and the PurchasersPurchaser, 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 The Guarantors waive to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Company, its Subsidiaries, or any of the Guarantors with respect to the Obligations. Each Guarantor understands The Guarantors understand and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of any Transaction Document or document entered into in connection with the Purchase Agreement or any other Transaction DocumentAgreement, 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersPurchaser) which may at any time be available to or be asserted by the Company Company, its Subsidiaries or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Company, its Subsidiaries, or such Guarantorthe Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Company, for the Obligations, or of such Guarantor the Guarantors under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Guarantors 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 Company, any other Guarantor Guarantors or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Guarantor, of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any GuarantorGuarantors. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Purchaser 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 Company and any of the GuarantorsGuarantor, on the one hand, and the PurchasersPurchaser, 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 waives, to the fullest extent permitted by law law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement Agreement, the Note or any other Transaction 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or and performance or fraud by Purchasersin full of the Obligations) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any the Guarantor. For the purposes hereof, “demand” shall include without limitation the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company 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 Purchasers Administrative Agent or any 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 Company and any of the GuarantorsSubsidiaries, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors applicable Subsidiary with respect to the Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company any Subsidiary or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantorany Subsidiary) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Subsidiaries for the Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Subsidiaries 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Subsidiary, 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 Company, any other Guarantor Subsidiary or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantorthe Company. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor CBS Operations waives any and all notice of the creation, renewal, extension or accrual of any of the CBS Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 8.2 or acceptance of the guarantee contained in this Section 28.2; the Obligations, and any of them, CBS Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.2; and all dealings between the Company and any of the GuarantorsCBS Operations or CBS, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.2. Each Guarantor CBS Operations waives to the extent permitted by law diligence, presentment, protest, protest and demand for payment and notice of default or nonpayment to or upon the Company CBS Operations or any of the Guarantors CBS with respect to the CBS Obligations. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 8.2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentthis Agreement, any of the CBS 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 PurchasersAdministrative Agent or any Lender, (b) the legality under applicable requirements of law of repayment by CBS of any CBS Obligations or the adoption of any requirement of law purporting to render any CBS Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance or fraud by PurchasersCBS) which may at any time be available to or be asserted by CBS Operations against the Company Administrative Agent or any other Person against the PurchasersLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company CBS Operations or such GuarantorCBS) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company CBS for the any of its CBS Obligations, or of such Guarantor CBS Operations under the guarantee contained in this Section 28.2, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.2 against any GuarantorCBS Operations, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor CBS or any other Person or against any collateral security or guarantee for the CBS Obligations or any right of offset with respect thereto, and any failure by the Purchasers to make Administrative Agent or any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor CBS or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor CBS or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor CBS Operations of any obligation or liability hereunderunder this Section 8.2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsCBS Operations.

Guarantee Absolute and Unconditional. 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 Purchasers Secured Parties 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 Company and any of the Guarantors, on the one hand, and the PurchasersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, and demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersSecured Parties, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by PurchasersSecured Parties) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersSecured Parties, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Secured Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Secured Parties to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Secured Parties against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Purchasers any Guaranteed Party upon the guarantee contained in this Section 2 herein or acceptance of the guarantee contained in this Section 2herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2herein; and all dealings between the Company Company, any of the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the PurchasersGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2herein. Each Guarantor waives to To the extent permitted by law applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Company, any of the Subsidiary Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Purchasersany Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Company, any Subsidiary Borrower or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Purchasers, Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company Company, any Subsidiary Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company or any Subsidiary Borrower for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 2herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee Release Date, but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15 and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Subsidiary Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Subsidiary Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers any Guaranteed Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Purchaser 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 Company and any of the GuarantorsGuarantor, on the one hand, and the PurchasersPurchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentof the Agreements, 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersPurchaser) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersPurchaser, (c) the failure of the Purchaser (i) to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any other guarantor) under the provisions of any Agreement or otherwise, or (cii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligation, (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligation, (e) any reduction, limitation, impairment or termination of any Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligation or otherwise, (f) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Agreement, (g) any addition, exchange or release of any collateral or of any Person that is (or will become) a guarantor (including the Guarantor) of the Obligations, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release of or addition to, or consent to or departure from, any other guaranty held by Purchaser securing any of the Obligations, or (h) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, any other Guarantor Company 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Company 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 Company, any other Guarantor Company or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any the Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (other than indefeasible payment and satisfaction in full of the Obligations) (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Purchaser 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 Company and any of the Guarantors, on the one hand, and the PurchasersPurchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment payment, and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by PurchasersPurchaser) which that may at any time be available to or be asserted by the Company or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 upon, this Section 2Guarantee; and all dealings between the Company Company, any other Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Company, any other Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance of the Obligations without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrowers or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Company Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrowers for the Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Borrower, 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any of the other Transaction DocumentDocuments, 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations and notice of or proof of reliance by the Purchasers Collateral Agent or any Noteholder upon the guarantee contained in this Section 2 1 or acceptance of the guarantee contained in this Section 21; the Company 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 2Section; and all dealings between the Company and any of the Guarantors, on the one hand, and the PurchasersCollateral Agent and the Noteholders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 21. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Company Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 1 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Note Purchase Agreement or any other Transaction Document, any of the Company 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 PurchasersCollateral Agent or any Noteholder, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person person against the PurchasersCollateral Agent or any Noteholder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Company Obligations, or of such Guarantor under the guarantee contained in this Section 21, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Collateral Agent or any Noteholder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor or any other Person person or against any collateral security or guarantee for the Company Obligations or any right of offset with respect thereto, and any failure by the Purchasers Collateral Agent or any Noteholder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent or any Noteholder against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 10 or acceptance of the guarantee contained in this Section 210; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, increased or waived, in reliance upon the guarantee contained in this Section 210; and all dealings between the Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 210. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantors such Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such any Guarantor under the guarantee contained in this Section 210, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Borrower 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 Company, any other Guarantor Borrower or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor The Company 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 Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 10 or acceptance of the guarantee contained in this Section 210; 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 210; and all dealings between the Company Borrowers and any of the GuarantorsCompany, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 210. Each Guarantor The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Company or any of the Guarantors with respect to the Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction DocumentNote, 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company any Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrowers or such Guarantorthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrowers for the Obligations, or of such Guarantor the Company under the guarantee contained in this Section 210, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Companyany Borrower, 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrowers, 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 Companyany Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantorthe Company. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Company Guaranteed Obligations and notice of or proof of reliance by the Purchasers any Agent or any Lender upon the guarantee contained in this Section 2 Article 8 or acceptance of the guarantee contained in this Section 2Article 8; the Company Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article 8; and all dealings between the Company and Company, any of the GuarantorsPipeline Company Borrowers and any Subsidiary Guarantor, on the one hand, and the PurchasersAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article 8. Each Guarantor The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Pipeline Company Borrowers or any of the Subsidiary Guarantors with respect to the Company Guaranteed Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 Article 8 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction Loan Document, any of the Company Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Purchasersany Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the any Pipeline Company Borrower, any Subsidiary Guarantor or any other Person against the Purchasersany Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Pipeline Company Borrowers, the Subsidiary Guarantors or such Guarantor) the Company), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of Pipeline Company Borrowers or the Subsidiary Guarantors for the Company for the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2Article 8, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, any Guarantor, the Purchasers Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Company Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers any Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Purchasers against any GuarantorCompany. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Collateral Agent or any Secured Party upon the guarantee contained in this Section ARTICLE 2 or acceptance of the guarantee contained in this Section ARTICLE 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 ARTICLE 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the PurchasersCollateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section ARTICLE 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section ARTICLE 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Securities Amendment and Purchase Agreement or any other Transaction 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 PurchasersCollateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersCollateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Company Obligations, or of such Guarantor under the guarantee contained in this Section ARTICLE 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Collateral Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers any Secured Party upon the guarantee contained in this Section Article 2 or acceptance of the guarantee contained in this Section Article 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 Article 2; and all dealings between the Company Borrower and any of the other Guarantors, on the one hand, and the PurchasersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section Article 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Bridge Facility Agreement or any other Transaction DocumentLoan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, 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 Purchasersany Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasershereunder) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Purchasersany Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower or any other Grantor for the Obligations, or of such other Guarantor under the guarantee contained in this Section Article 2, in bankruptcy or in any other instanceinstance other than Discharge of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, 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 Purchasers any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, 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 CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers any Secured Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings. Without limiting the generality of the foregoing or any other provision hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under California Civil Code Sections 2809, 2810, 2819, 2939, 2845, 2848, 2849, 2850, 2855, 2899 and 3433.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers any Guaranteed Party 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 Company Borrower and any of the Guarantors, on the one hand, and the PurchasersGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction DocumentLoan Paper, any of the Obligations or any other collateral security therefor or guarantee or right of offset setoff with respect thereto at any time or from time to time held by the Purchasersany Guaranteed Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Purchasersany Guaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies Rights hereunder against any Guarantor, the Purchasers any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies Rights as they it may have against the CompanyBorrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset setoff with respect thereto, and any failure by the Purchasers any Guaranteed Party to make any such demand, to pursue such other rights or remedies Rights or to collect any payments from the CompanyBorrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetsetoff, or any release of the CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offsetsetoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remediesRights, whether express, implied or available as a matter of law, of the Purchasers any Guaranteed Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Holders 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 Company and any of the Guarantors, on the one hand, and the PurchasersHolders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersHolders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersHolders) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersHolders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Holders to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Holders against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers any Secured Party upon the guarantee contained in this Section Article 2 or acceptance of the guarantee contained in this Section Article 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 Article 2; and all dealings between the Company Borrower and any of the other Guarantors, on the one hand, and the PurchasersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section Article 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction DocumentLoan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, 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 Purchasersany Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasershereunder) which may at any time be available to or be asserted by the Company Borrower or any other Person against the Purchasersany Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower or any other Grantor for the Obligations, or of such other Guarantor under the guarantee contained in this Section Article 2, in bankruptcy or in any other instanceinstance other than Discharge of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, 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 Purchasers any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, 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 CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers any Secured Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each To the extent permitted by applicable law, the 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 Purchasers upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; 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 2Guarantee; and all dealings between the Company and any of Sellers or the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the Purchasers, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each Guarantor waives to To the extent permitted by law applicable law, the Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Sellers or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Receivables Purchase Agreement or any other Transaction 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, the Collateral Agent or the Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person Sellers against the Administrative Agent, the Collateral Agent and the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Sellers or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Sellers for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent, the Collateral Agent and the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, any other Guarantor Sellers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and to the extent permitted by applicable law, (i) any failure by the Administrative Agent, the Collateral Agent or the Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or (ii) any release of the Company, any other Guarantor Sellers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Collateral Agent or the Purchasers against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and its successors and assigns thereof, “demand” and shall include inure to the commencement benefit of the Administrative Agent and continuance the Purchasers, and their respective successors, indorsees, transferees and assigns, until all the Obligations (other than inchoate indemnity obligations) and the obligations of any legal proceedingsthe Guarantor under this Guarantee shall have been satisfied by payment in full.

Guarantee Absolute and Unconditional. Each The 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 Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 7 or acceptance of the guarantee contained in this Section 27; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, increased or waived, in reliance upon the guarantee contained in this Section 27; and all dealings between any Borrower and the Company and any of the GuarantorsGuarantor, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 27. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Company or any of the Guarantors Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 7 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company any Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company any Borrower for the Obligations, or of such the Guarantor under the guarantee contained in this Section 27, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Borrower 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 Company, any other Guarantor Borrower or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any the Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Secured Parties 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 Company and any of the Guarantors, on the one hand, and the PurchasersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Security Agreement or any other Transaction 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 PurchasersSecured Parties, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersSecured Parties) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersSecured Parties, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Secured Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Secured Parties to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Secured Parties against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Holders 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 Company and any of the Guarantors, on the one hand, and the PurchasersHolders, 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 waives, to the extent permitted by law law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersHolders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersthe Holders) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersHolders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Holders to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Holders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any other Secured Party 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 Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower 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, absolute and unconditional guarantee of payment payment. Each Guarantor hereby waives any and performance without regard to all defenses that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction Credit 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 PurchasersAdministrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower against the Administrative Agent or any other Person against Secured Party, (c) any change in the Purchaserstime, place, manner or place of payment, amendment, or waiver or increase in the Obligations, (cd) any exchange, taking, or release of Collateral, (e) any change in the corporate structure or existence of the Borrower, (f) any application of Collateral to Obligations or (g) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder under this Agreement or otherwise pursuing its rights and remedies hereunder under this Agreement against any Guarantor, the Purchasers Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, 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 Purchasers Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, 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 CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof, “hereof "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the GuarantorsGuarantor, on the one hand, and the Purchasers, 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 waives, to the fullest extent permitted by law law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement Agreement, the Notes or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or and performance or fraud by Purchasersin full of the Obligations) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any the Guarantor. For the purposes hereof, “demand” shall include without limitation the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 Article X or acceptance of the guarantee contained in this Section 2Article X; 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 2Article X; and all dealings between the Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Article X. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Article X shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, any other Guarantor 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, any other Guarantor Guarantor, or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the CompanyBorrower, any other Guarantor Guarantor, or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedingsproceedings relating to this guarantee or the Obligations.

Guarantee Absolute and Unconditional. 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 Purchasers Administrative Agent or any 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 Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, 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 CompanyBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, “hereof "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement, Exchange Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Note Holders 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 Company and any of the Guarantors, on the one hand, and the PurchasersNote Holders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity or enforceability of the Securities Purchase Agreement Agreement, the Note or any other Transaction DocumentNote Documents, 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 PurchasersAgent or the Note Holders, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersthe Note Holders) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersNote Holders, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Note Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Note Holders to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Note Holders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; 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 211; and all dealings between the Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, any other Guarantor 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, any other Guarantor Guarantor, or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the CompanyBorrower, any other Guarantor Guarantor, or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to to: (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Purchasers Collateral Agent or any other Secured Party upon the guarantee contained in this Section Article 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 2. Each Subsidiary Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the Company, any Pipeline Company Borrower or any of the Subsidiary Guarantors with respect to the Guaranteed Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section Article 2 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability or perfection of the Purchase Credit Agreement or any other Transaction Financing Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the PurchasersCollateral Agent or any Secured Party, (b) any defense, set-off or counterclaim whatsoever (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersCollateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) Subsidiary Guarantor or any other Credit Party), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, any Pipeline Company Borrower or any other Subsidiary Guarantor for any of its respective portion of the Obligations, Guaranteed Obligations or of such Subsidiary Guarantor under the guarantee contained in this Section Article 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Purchasers Collateral Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers Collateral Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent against any such Subsidiary Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.. Exhibit E Third Amended and Restated Credit Agreement

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Purchasers Collateral Agent or any other Secured Party upon the guarantee contained in this Section Article 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section Article 2. Each Subsidiary Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the Company, any Pipeline Company Borrower or any of the Subsidiary Guarantors with respect to the Guaranteed Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section Article 2 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability or perfection of the Purchase Credit Agreement or any other Transaction Financing Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the PurchasersCollateral Agent or any Secured Party, (b) any defense, set-off or counterclaim whatsoever (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersCollateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) Subsidiary Guarantor or any other Credit Party), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, any Pipeline Company Borrower or any other Subsidiary Guarantor for any of its respective portion of the Obligations, Guaranteed Obligations or of such Subsidiary Guarantor under the guarantee contained in this Section Article 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Purchasers Collateral Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers Collateral Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent against any such Subsidiary Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.. Exhibit E Fourth Amended and Restated Credit Agreement

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

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Subscribers 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 Company and any of the Guarantors, on the one hand, and the PurchasersSubscribers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersSubscribers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersSubscribers) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersSubscribers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Subscribers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Subscribers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Subscribers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers any Guaranteed Party 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 Company Borrowers and any of the Subsidiary Guarantors, on the one hand, and the PurchasersGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrowers or any of the Subsidiary 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction 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 Purchasersany Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company either Borrower or any other Person against the Purchasersany Guaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company a Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Companyany Borrower, 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 Purchasers any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers any Guaranteed Party against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Company Guaranteed Obligations and notice of or proof of reliance by the Purchasers any Agent or any Lender upon the guarantee contained in this Section 2 Article 8 or acceptance of the guarantee contained in this Section 2Article 8; the Company Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article 8; and all dealings between the Company and Company, any of the GuarantorsPipeline Company Third Amended and Restated Credit Agreement Borrowers and any Subsidiary Guarantor, on the one hand, and the PurchasersAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article 8. Each Guarantor The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Pipeline Company Borrowers or any of the Subsidiary Guarantors with respect to the Company Guaranteed Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 Article 8 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction Loan Document, any of the Company Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Purchasersany Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the any Pipeline Company Borrower, any Subsidiary Guarantor or any other Person against the Purchasersany Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Pipeline Company Borrowers, the Subsidiary Guarantors or such Guarantor) the Company), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of Pipeline Company Borrowers or the Subsidiary Guarantors for the Company for the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2Article 8, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, any Guarantor, the Purchasers Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Company Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers any Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Purchasers against any GuarantorCompany. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers CDC upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; the ObligationsGuarantee, and any creation, renewal extension or accrual of themany of the Obligations, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Company Seller and any of the GuarantorsGuarantor, on the one hand, and CDC and the PurchasersSeller, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Seller or any of the Guarantors Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance not of collection without regard to (a) the validity validity, regularity or enforceability of the Purchase Agreement Repurchase Agreement, the Custodial and Disbursement Agreement, or any other Transaction Documentdocument, 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 PurchasersCDC, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersin full) which may at any time be available to or be asserted by the Company or any other Person Seller against the PurchasersCDC, or (c) any other circumstance whatsoever (other than a defense of payment or performance in full) (with or without notice to or knowledge of the Company Seller or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for Seller from the Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers CDC may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, thereto and any failure by the Purchasers to make any such demand, CDC to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor Seller or any such other Person or any such collateral security, guarantee or right of offset, offset shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of CDC against the Purchasers against any Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantor and the successors and assigns thereof, “demand” and shall include inure to the commencement benefit of CDC, and continuance its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by complete performance and payment in full and the Agreements shall be terminated, notwithstanding that from time to time during the term of the Agreements the Guarantor may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each The 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 Purchasers Managing Facility Agent or any Purchaser upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Company and any of Seller, the GuarantorsServicer, RAC or the Guarantor, on the one hand, and the Managing Facility Agent and the Purchasers, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Seller, the Servicer, RAC or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement, the Repurchase Agreement, the Assignments, the FAA Assignments, the Foreign Assignments, the Bailment Agreement or any other Transaction Documentdocument or instrument executed in connection with any of the foregoing documents, 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 PurchasersManaging Facility Agent or any Purchaser, (b) any defensedefense which relates, directly or indirectly, to the matters covered by the representations and warranties set forth in Section 4 of the Purchase Agreement or Section 8 of the Repurchase Agreement or set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which in either case may at any time be available to or be asserted by the Company Seller, the Servicer or RAC against the Managing Facility Agent or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller, the Servicer, RAC or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Seller, the Servicer or RAC for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance; provided that this clause (c) shall not prevent the Guarantor from being discharged from its obligations under this Guarantee pursuant to confirmation of a plan of reorganization under Chapter 11 of the United States Code in a case in which the Guarantor is the debtor. When making the Managing Facility Agent, or any demand hereunder or otherwise Purchaser is pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers Managing Facility Agent or such Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanySeller, any other Guarantor the Servicer, RAC 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 Purchasers to make Managing Facility Agent or any such demand, Purchaser to pursue such other rights or remedies or to collect any payments from the CompanySeller, any other Guarantor the Servicer, RAC or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the CompanySeller, any other Guarantor the Servicer, RAC or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Managing Facility Agent and the Purchasers against any the Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee guarantees contained in this Section 2 or acceptance of the guarantee guarantees contained in this Section 2; the Company Obligations and the Borrowing Subsidiary Obligations, as applicable, 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 guarantees contained in this Section 2; and all dealings between the Company or the Borrowing Subsidiaries, as applicable, and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee guarantees contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Borrowing Subsidiaries, as applicable or any of the Guarantors with respect to the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction Loan Document, any of the Company Obligations or Borrowing Subsidiary 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or the Borrowing Subsidiaries, as applicable, or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Borrowing Subsidiaries, as applicable, or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Company Obligations or of the Borrowing Subsidiaries for the Borrowing Subsidiaries Obligations, as applicable, or of such Guarantor under the guarantee guarantees contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyCompany or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or the Borrowing Subsidiary Obligations, as applicable, or any right of offset with respect thereto, and any failure by the Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyCompany or the Borrowing Subsidiaries, as applicable, 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 CompanyCompany or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Purchaser 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 Company and any of the Guarantors, on the one hand, and the PurchasersPurchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by PurchasersPurchaser) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, 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 waives, to the fullest extent permitted by law law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity or enforceability of the Purchase Agreement Agreement, the Notes or any other Transaction 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 Purchasers, (bii) any defense, set-off or counterclaim (other than a defense of payment or and performance or fraud by Purchasersin full of the Obligations) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include without limitation the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company UPDA and any of the Guarantors, on the one hand, and the PurchasersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company UPDA 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement Loan Agreements or any other Transaction 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 PurchasersLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersLender) which may at any time be available to or be asserted by the Company UPDA or any other Person against the PurchasersLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company UPDA or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company UPDA for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyUPDA, 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 Purchasers Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyUPDA, 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 CompanyUPDA, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Lender against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the any Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by any Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the any Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the a Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers such Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the PurchasersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Loan Agreement or any other Transaction 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 PurchasersLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersLender) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Lender against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor CFC waives any and all notice of the creation, renewal, extension or accrual of any of the CCCL Obligations and notice of or proof of reliance by the Purchasers either Agent or any Bank upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; the CCCL Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 211; and all dealings between the Company and any of the GuarantorsCFC or CCCL, on the one hand, and the PurchasersAgents and the Banks, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Guarantor CFC waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company CFC or any of the Guarantors CCCL with respect to the CCCL Obligations. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentthis Agreement, any of the CCCL 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 Purchaserseither Agent or any Bank, (b) the legality under applicable Requirements of Law of repayment by CCCL of any CCCL Obligations or the adoption of any Requirement of Law purporting to render any CCCL Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance or fraud by PurchasersCCCL) which may at any time be available to or be asserted by the Company CFC or CCCL against either Agent or any other Person against the PurchasersBank, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company CFC or such GuarantorCCCL) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company CCCL for the any CCCL Obligations, or of such Guarantor CFC under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making either Agent or any demand hereunder or otherwise Bank is pursuing its rights and remedies hereunder under this Section 11 against any GuarantorCFC, the Purchasers such Agent or Bank may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor CCCL or any other Person or against any collateral security or guarantee for the CCCL Obligations or any right of offset with respect thereto, and any failure by the Purchasers to make either Agent or any such demand, Bank to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor CCCL or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor CCCL or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor CFC of any obligation or liability hereunderunder this Section 11, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Agents and the Banks against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsCFC.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Purchasers Collateral Agent or any other Secured Party upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; Guarantee, and all dealings between the Company any Borrower and any of the Guarantors, on the one hand, and the PurchasersCollateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. Each Guarantor waives to the fullest extent permitted by law applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon the Company any part of them, and any defense arising by reason of any disability or any other defense of any Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity validity, regularity or enforceability of the Purchase Agreement or Credit Agreement, any other Transaction Credit Document, any Secured Hedge Agreement, any Secured Cash Management Agreement, any of the Obligations or any other amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the PurchasersCollateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which performance), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by any Borrower against the Company Collateral Agent or any other Person against the PurchasersSecured Party or, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company any Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Company any Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchasers to make Collateral Agent or any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Collateral Agent and the other Secured Parties against any such Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the GuarantorsGuarantor, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each The Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Company 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Company 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 Company, any other Guarantor Company or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any the Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, ,presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

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

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Company Guaranteed Obligations and notice of or proof of reliance by the Purchasers any Agent or any Lender upon the guarantee contained in this Section 2 ARTICLE 8 or acceptance of the guarantee contained in this Section 2ARTICLE 8; the Company Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2ARTICLE 8; and all dealings between the Company and Company, any of the GuarantorsPipeline Company Borrowers and any Subsidiary Guarantor, on the one hand, and the PurchasersAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2ARTICLE 8. Each Guarantor The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Pipeline Company Borrowers or any of the Subsidiary Guarantors with respect to the Company Guaranteed Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 ARTICLE 8 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction Loan Document, any of the Company Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Purchasersany Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the any Pipeline Company Borrower, any Subsidiary Guarantor or any other Person against the Purchasersany Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Pipeline Company Borrowers, the Subsidiary Guarantors or such Guarantor) the Company), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of Pipeline Company Borrowers or the Subsidiary Guarantors for the Company for the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2ARTICLE 8, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, any Guarantor, the Purchasers Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Company Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Purchasers any Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Pipeline Company Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Purchasers against any GuarantorCompany. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 10 or acceptance of the guarantee contained in this Section 210; 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 210; and all dealings between the Company Borrower and any of the Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 210. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 210, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, any other Guarantor 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, any other Guarantor Guarantor, or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the CompanyBorrower, any other Guarantor Guarantor, or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the PurchasersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Bridge Loan Agreement or any other Transaction 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 PurchasersLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersLender) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Lender against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Purchaser 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 Company and any of the Guarantors, on the one hand, and the PurchasersPurchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersPurchaser) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any Guarantor. For the purposes hereof, “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, 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 waives, to the extent permitted by law law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Subsidiary 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 2Article X; and all dealings between the Company and any of the Subsidiary Guarantors, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor Article X. The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Foreign Subsidiary Borrowers or any of the Subsidiary Guarantors with respect to the Subsidiary Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentthis Agreement, any of the Subsidiary 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company any Foreign Subsidiary Borrower or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company any Borrower or such any Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Foreign Subsidiary Borrowers for the Subsidiary Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyForeign Subsidiary Borrowers, any Subsidiary Guarantor or any other Guarantor guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other Guarantor guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other Guarantor guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. the Company under this Article X. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (ai) the validity or enforceability of the Purchase Agreement or any other Transaction 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 Purchasers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Subsidiary 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 2Article X; and all dealings between the Company and any of the GuarantorsCompany, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor Article X. The Company waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors Foreign Subsidiary Borrowers with respect to the Subsidiary Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentthis Agreement, any of the Subsidiary 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company any Foreign Subsidiary Borrower or any other Person against the PurchasersAdministrative Agent or any Lender arising under any law or regulation of any jurisdiction or any other event, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantorany Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Foreign Subsidiary Borrowers for the Subsidiary Obligations, or of such Guarantor the Company under the guarantee contained in this Section 2Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, Foreign Subsidiary Borrowers or any other Guarantor guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Companyany Foreign Subsidiary Borrower, any other Guarantor guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Companyany Foreign Subsidiary Borrower, any other Guarantor guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Guarantor. the Company under this Article X. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives The Guarantors waive 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 Purchasers Purchaser 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 Company Company, its Subsidiaries, and any of the Guarantors, on the one hand, and the PurchasersPurchaser, 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 The Guarantors waive to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Company, its Subsidiaries, or any of the Guarantors with respect to the Obligations. Each Guarantor understands The Guarantors understand and agrees agree that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of any Transaction Document or document entered into in connection with the Purchase Agreement or any other Transaction DocumentAgreement, 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 PurchasersPurchaser, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud or misconduct by PurchasersPurchaser) which may at any time be available to or be asserted by the Company Company, its Subsidiaries or any other Person against the PurchasersPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Company, its Subsidiaries, or such Guarantorthe Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Company, for the Obligations, or of such Guarantor the Guarantors under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Guarantors 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 Company, any other Guarantor Guarantors or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Guarantor, of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Purchaser against any GuarantorGuarantors. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the UK Obligations and notice of or proof of reliance by the Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 10 or acceptance of the guarantee contained in provisions of this Section 210; the UK Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantee contained in this Section 210; and all dealings between Reebok-UK or the Company and any of the GuarantorsCompany, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 210. Each Guarantor The Company waives (to the extent permitted by law law) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Reebok-UK or the Company or any of the Guarantors with respect to the UK Obligations. Each Guarantor understands and agrees that the The guarantee contained in this Section 2 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement this Agreement, any other Loan Document or any other Transaction Documentof the documents executed in connection herewith or therewith, any of the UK 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 PurchasersAdministrative Agent or any Lender, (b) any defensedefense (including, without limitation, any statute of limitations), set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by Reebok-UK against the Company Administrative Agent or any other Person against the PurchasersLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Reebok-UK or the Company or such GuarantorCompany) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Reebok- UK for the UK Obligations, or of such Guarantor the Company under the guarantee contained in this Section 210, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder against any Guarantorthe Company, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Reebok-UK or any other Person or against any collateral security or guarantee for the UK Obligations or any right of offset with respect thereto, and any failure by the Purchasers to make Administrative Agent or any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Reebok-UK or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor Reebok-UK or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent and the Lenders against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedingsCompany.

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

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, increase, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers any Guaranteed Party upon the guarantee contained in this Section 2 Agreement or acceptance of the guarantee contained in this Section 2Agreement; the ObligationsObligations and the Note Purchase Documents, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Agreement; and all dealings between the Company and any of the Guarantors, on the one hand, and the PurchasersGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Agreement. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment payment, notice of acceleration, notice of intent to accelerate, and notice of default or nonpayment to or upon the Company or any of the Guarantors other guarantor or Obligor with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Note Purchase Agreement Agreement, any Note or any other Transaction Note Purchase 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 Purchasersany Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person Obligor against the Purchasersany Guaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any other Obligor for the Obligations, or of such any Guarantor under the guarantee contained in this Section 2Agreement, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor Obligor 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 Purchasers to make any such demand, Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor Obligor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor Obligor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any of the Purchasers Guaranteed Parties against any Guarantor. For This Agreement shall remain in full force and effect and be binding in accordance with and to the purposes hereofextent of its terms upon the Guarantors and their respective successors and assigns, “demand” and shall include inure to the commencement benefit of the Guaranteed Parties, and continuance their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of any legal proceedingsthe Guarantors under this Agreement shall have been satisfied by payment in full.

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

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

Guarantee Absolute and Unconditional. Each Guarantor waives ------------------------------------ any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers Agent or any 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 Company and any of the Guarantors, on the one hand, and the PurchasersAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Credit Agreement or any other Transaction 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 PurchasersAgent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersAgent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, 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 Purchasers Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Agent or any Lender against any Guarantor. For the purposes hereof, “hereof "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations and notice of or proof of reliance by the Purchasers Support L/C Provider upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Company 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Company Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any other Transaction Documentthis Agreement, any of the Company 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 PurchasersSupport L/C Provider, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company or any other Person against the PurchasersSupport L/C Provider, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Company Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers Support L/C Provider may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or any right of offset with respect thereto, and any failure by the Purchasers Support L/C Provider to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Support L/C Provider against any Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers 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 Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company 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, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any of the other Transaction DocumentDocuments, 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 Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers) which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, 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 Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, 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 Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.. 151

Guarantee Absolute and Unconditional. Each Subsidiary 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 Purchasers Administrative Agent or any Lender upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; 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 211; and all dealings between the Company and any of the GuarantorsLoan Parties, on the one hand, and the PurchasersAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. Each Subsidiary Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company Borrower or any of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase this Agreement or any other Transaction 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 PurchasersAdministrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasersperformance) which may at any time be available to or be asserted by the Company Borrower, any other Loan Party or any other Person against the PurchasersAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Borrower for the Obligations, or of such Subsidiary Guarantor under the guarantee contained in this Section 211, in bankruptcy or in any other instance, other than payment in full of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Purchasers Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they it may have against the CompanyBorrower, any other Subsidiary 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 Purchasers Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the CompanyBorrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the CompanyBorrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers Administrative Agent or any Lender against any Subsidiary Guarantor. For the purposes hereof, hereof “demand” shall include the commencement and continuance of any legal proceedings.