Contract analysis

Section 1.01 — Defined Terms As used in this Guarantee Agreement, the following terms shall have the meanings specified below: "Administrative Agent" means Prescott National Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, together with any successor administrative agent appointed in accordance with the terms of the Credit Agreement. "Agreement" has the m

Section 1.02 — Incorporation of Credit Agreement Definitions All capitalized terms used and not otherwise defined in this Guarantee Agreement shall have the respective meanings ascribed to them in the Credit Agreement. Without limiting the foregoing, the definitions of the following terms, among others, are incorporated herein by reference: "Adjusted Term SOFR" (being Term SOFR plus a credit spread adjustment of 10 b

Section 1.03 — Rules of Interpretation In this Guarantee Agreement, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa, and words importing any gender include all genders; (b) references to "Sections," "Articles," "Exhibits," and "Schedules" are references to sections and articles of, and exhibits and schedules to, this Guarantee Agreement, unless otherwise speci

Section 2.01 — Guarantee of the Guaranteed Obligations Each Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and performance of all Guaranteed Obligations, whet

Section 2.02 — Nature of Guarantee; Continuing Guarantee The guarantee contained in this Article II is a continuing guarantee and shall remain in full force and effect until the Termination Date. This guarantee shall not be discharged, diminished, or otherwise affected by any amendment, modification, supplement, extension, renewal, acceleration, or other change in the terms of the Credit Agreement or any other Loan D

Section 2.03 — Guarantee of Payment and Not of Collection Each Guarantor agrees that its obligations hereunder constitute a primary obligation of payment and performance and not merely a guarantee of collection. The Administrative Agent and the Secured Parties shall not be required to exhaust any right, power, or remedy, or to proceed against the Borrower or any other Guarantor, or to exercise any right or remedy und

Section 2.04 — Obligations Not Affected The guarantee of each Guarantor hereunder, and the obligations of each Guarantor under this Guarantee Agreement, shall not be released, impaired, reduced, or otherwise affected by any of the following, whether or not any Guarantor shall have notice or knowledge of any such event or circumstance: (a) any lack of validity or enforceability of the Credit Agreement, the Security Ag

Section 2.05 — Waivers by Guarantors Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) presentment, demand for payment, protest, notice of acceptance, notice of dishonor, notice of non-payment, notice of any default or Event of Default under the Credit Agreement or any other Loan Document, and all other notices and demands to which such Guarantor migh

Section 2.06 — Reinstatement If at any time all or any part of any payment made by the Borrower or any Guarantor with respect to any Guaranteed Obligation is rescinded, set aside, voided, avoided, or must otherwise be returned, restored, or repaid by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower, any Guarantor, or any other P

Section 2.07 — Subrogation Until the Termination Date, each Guarantor hereby unconditionally and irrevocably waives any claim of subrogation, contribution, reimbursement, or indemnity against the Borrower or any other Guarantor, and any right to participate in any claim against the Borrower or any other Guarantor or any collateral or security, whether or not such claim, right, or interest arises by way of subrogation

Section 2.08 — Contribution Among Guarantors The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have the right to seek contribution from and against each other Guarantor, on a pro rata basis based on the relative net worth of each Guarantor at the time contribution is sought, to the extent any Guarantor shall have paid more than its proportionate share of any

Section 2.09 — Limitation on Guarantee; Savings Clause Notwithstanding anything to the contrary contained in this Guarantee Agreement, the liability of each Guarantor under this Guarantee Agreement shall be limited to the greatest amount that would not render such Guarantor's obligations hereunder void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 544 and

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Administrative Agent and each Secured Party as follows, which representations and warranties shall be deemed repeated on each date on which an extension of credit is made under the Credit Agreement:

Section 3.01 — Organization and Good Standing (a) WPS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6104873, with Employer Identification Number 84-2057831. WPS is duly qualified to do business and is in good standing in the State of Alabama, and in each other jurisdiction where the nature of its

Section 3.02 — Authorization; No Conflict The execution, delivery, and performance by each Guarantor of this Guarantee Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate or limited liability company action on the part of such Guarantor, including the adoption of board of directors resolutions (in the case of WPS and WDS) or member resolutions

Section 3.03 — Enforceability This Guarantee Agreement has been duly executed and delivered by each Guarantor and constitutes a legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) general

Section 3.04 — Governmental Approvals No governmental authorization, consent, approval, license, franchise, permit, or exemption from, and no filing, declaration, or registration with, any governmental authority or regulatory body is required in connection with the execution, delivery, or performance by any Guarantor of this Guarantee Agreement, or the validity or enforceability hereof, except for (a) filings and rec

Section 3.05 — Financial Benefit Each Guarantor acknowledges and confirms that it will derive substantial direct and indirect benefit from the extensions of credit to the Borrower under the Credit Agreement. Specifically, each Guarantor acknowledges that the proceeds of borrowings under the Credit Agreement will be used, in part, to refinance the Existing Facility (estimated payoff amount of $169,312,500 as of the da

Section 3.06 — Solvency Each Guarantor represents and warrants that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, including the execution and delivery of this Guarantee Agreement and the incurrence of the obligations hereunder: (a) the fair saleable value of the assets of such Guarantor exceeds and will exceed the total amount of

ARTICLE IV — COVENANTS Each Guarantor hereby covenants and agrees as follows:

Section 4.01 — Compliance with Credit Agreement Covenants Each Guarantor agrees to be bound by and to comply with all covenants and agreements of the Credit Agreement that are applicable to such Guarantor, whether by their express terms or by virtue of being tested on a consolidated basis with the Borrower. Without limiting the generality of the foregoing, each Guarantor shall comply with, and shall cause its subsidi

Section 4.02 — Maintenance of Existence Each Guarantor shall preserve and maintain its corporate or limited liability company existence and good standing in its jurisdiction of formation and in each other jurisdiction where the failure to be so qualified or in good standing would reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, WDS shall maintain its good standing with the Vir

Section 4.03 — Payment of Taxes Each Guarantor shall timely pay and discharge all material taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or assets, before any penalty or interest shall accrue thereon, unless and to the extent that (a) such taxes, assessments, charges, or levies are being contested in good faith and by appropriate proceedings diligently conducted a

Section 4.04 — Notice of Default Each Guarantor shall promptly, and in any event within five (5) Business Days after an officer of such Guarantor obtains actual knowledge thereof, notify the Administrative Agent in writing of the occurrence of any Event of Default or Default under the Credit Agreement, specifying the nature and extent thereof and the action (if any) that such Guarantor proposes to take with respect t

Section 4.05 — Further Assurances Each Guarantor shall, at its own cost and expense, execute and deliver to the Administrative Agent such additional documents, instruments, conveyances, and assurances, and take such further actions, as the Administrative Agent may reasonably request from time to time in order to carry out the provisions of this Guarantee Agreement and the other Loan Documents and to effectuate the tr

ARTICLE V — ADDITIONAL GUARANTORS

Section 5.01 — Joinder of Additional Guarantors If, after the date hereof, the Borrower or any Guarantor shall form or acquire (whether by purchase, merger, or otherwise) any new direct or indirect domestic subsidiary (other than an Excluded Subsidiary as defined in the Credit Agreement), such new domestic subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement substantially in the form o

Section 6.01 — Rights Upon Default Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Administrative Agent (acting at the direction of the Required Lenders, or as otherwise provided in the Credit Agreement) may, by written notice to any or all of the Guarantors, declare all or any portion of the Guaranteed Obligations then due and payable to be immediately due and p

Section 6.02 — Application of Payments All payments received by the Administrative Agent from any Guarantor under this Guarantee Agreement shall be applied in the order of priority specified in the Credit Agreement, which order is generally as follows: first, to pay all costs, fees, and expenses due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents (including reasonable attorneys

Section 6.03 — Set-Off Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, each Secured Party is hereby authorized (to the fullest extent permitted by applicable law) to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by

Section 7.01 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given or made under this Guarantee Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by facsimile (with written confirmation of receipt), (c) one (1) Business Day after being sent by a nationally recognized overnight courier service, or

Section 7.02 — Governing Law THIS GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 7.03 — Submission to Jurisdiction; Venue Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating t

Section 7.04 — Waiver of Jury Trial EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY SECURED

Section 7.05 — Amendments and Waivers No amendment, modification, supplement, termination, or waiver of, or consent to any departure from, any provision of this Guarantee Agreement shall be effective unless it is in writing and signed by the Administrative Agent (with the consent of the Required Lenders to the extent required under the Credit Agreement) and each Guarantor party hereto (or, with respect to any provisi

Section 7.06 — Successors and Assigns This Guarantee Agreement shall be binding upon each Guarantor and its successors and permitted assigns, and shall inure to the benefit of the Administrative Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the foregoing, the benefit of this Guarantee Agreement shall inure to any assignee or transferee of any Lender's rights u

Section 7.07 — Severability If any provision of this Guarantee Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guarantee Agreement, and this Guarantee Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the

Section 7.08 — Entire Agreement This Guarantee Agreement, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to such subject matter. There are no restrictions, promis

Section 7.09 — Counterparts; Electronic Execution This Guarantee Agreement may be executed in any number of cou