Common use of Continuing and Unconditional Guaranty Clause in Contracts

Continuing and Unconditional Guaranty. The Guarantor hereby irrevocably, unconditionally and absolutely guaranties to and for the Security Agent, for the ratable benefit of Credit Facility Lenders and Non-Lenders, the due performance, including without limitation the prompt payment when due or within any applicable grace period, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations of the Borrower under the Credit Agreement and any other agreements or Loan Documents referred to therein, or under any renewals, extensions or modifications thereof (the “Obligations”) irrespective of (a) any lack of enforceability of any Obligation, (b) any change of the time, manner, place of payment, or any other term of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, the Administrative Agent or the Lenders with respect to the Obligations or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of the Guarantor. The Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Security Agent, the Administrative Agent or the Lenders of whatever remedies each may have against the Borrower or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possess. The Guarantor agrees that any release which may be given by the Security Agent, the Administrative Agent or the Lenders to the Borrower shall not release the Guarantor; and the Guarantor waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the Guarantor, the Security Agent, the Administrative Agent, any Lender or Non-Lender or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor over the amount of all liabilities of the Guarantor (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this Guaranty. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the Guarantor’s representations, acknowledgments or recitals set forth herein or in any other Loan Document. The Guarantor agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Borrower or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations shall include all amounts that would otherwise constitute Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Administrative Agent, on behalf of itself, the Security Agent and the Lenders, are no longer subject to any right on the part of any Person, including the Borrower, the Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of the Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Obligations whether by Guarantor or the Borrower, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable for the full amount the Security Agent, the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, except to the extent of such payment, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunder. This is a continuing guaranty and shall remain in full force and effect and be binding upon the Guarantor, its successors and assigns until payment in full of all the Obligations.

Continuing and Unconditional Guaranty. The Guarantor Each Guarantor, jointly and severally, hereby irrevocably, unconditionally and absolutely guaranties to and for the Security Agent, Agent for itself and on behalf of the ratable benefit of Credit Facility Lenders and Non-Lenders, Lenders the due performance, including including, without limitation limitation, the prompt payment when due or within any applicable grace period, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations obligations of the Borrower owed to the Security Agent, the Administrative Agent or any Credit Facility Lender under the Credit Agreement Agreement, the Notes, and any other agreements or Loan Documents referred to therein, or under any renewals, extensions or modifications thereof (the “Obligations”) irrespective of (a) any lack of enforceability of any Obligation, (b) any change of the time, manner, place of payment, or any other term of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, Agent or the Administrative Agent or the Credit Facility Lenders with respect to the Obligations or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of the any Guarantor. The Each Guarantor agrees that the obligations of each Guarantor hereunder are independent of the obligations of the Borrower or any other Guarantor, and that a separate action may be brought against each Guarantor whether or not such action is brought against the Borrower or any other Guarantor or whether or not the Borrower or any other Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Security Agent, the Administrative Agent or the Credit Facility Lenders of whatever remedies each it may have against the Borrower or any other Guarantor, or the enforcement of any lien Lien or realization upon any security the Security Agent, Agent or the Administrative Agent or the Lenders may at any time possess. The Each Guarantor agrees that any release which may be given by the Security Agent, Agent or the Administrative Agent or the Credit Facility Lenders to the Borrower or any other Guarantor shall not release the such Guarantor; and the each Guarantor waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s Guarantors’ aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the GuarantorGuarantors, the Security Agent, the Administrative Agent, any Lender or Non-Credit Facility Lender or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor Guarantors on an aggregate basis over the amount of all liabilities of the Guarantor Guarantors on an aggregate basis (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this Guaranty. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the Guarantor’s Guarantors’ representations, acknowledgments or recitals set forth herein or in any other Loan Document. The Each Guarantor agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Borrower or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations shall include all amounts that would otherwise constitute Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Administrative Agent, on behalf of itself, the Security Agent and the Lenders, Credit Facility Lenders are no longer subject to any right on the part of any Person, including the Borrower, the Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of the Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Obligations whether by any Guarantor or the Borrower, the Administrative Agent, on behalf of itself, the Security Agent and the Administrative Agent Credit Facility Lenders shall have no obligation whatsoever to transfer or assign their its interest in the Loan Documents to the any Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and or the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor Guarantors shall be liable for the full amount the Security Agent, Agent or the Administrative Agent or any Lender or Non-Credit Facility Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by the Security Agent, Agent or the Administrative Agent or any Lender or Non-Credit Facility Lender in connection therewith. To the maximum extent permitted by law, the each Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the any Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor Guarantors hereunder, except to the extent of such payment, and (e) any payment by the Borrower or from any source other than the a Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor Guarantors hereunder. This is a continuing guaranty and shall remain in full force and effect and be binding upon the each Guarantor, its successors and assigns until payment in full of all the Obligations.

Continuing and Unconditional Guaranty. The Guarantor hereby irrevocably, unconditionally and absolutely guaranties to and for the Security Agent, for the ratable benefit of Credit Facility Lenders and Non-Lenders, the due performance, including without limitation the prompt payment when due or within any applicable grace period, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations of the Borrower under the Credit Agreement and any other agreements or Loan Documents referred to therein, or under any renewals, extensions or modifications thereof (the “Obligations”) irrespective of (a) any lack This Guaranty is and is intended to be a continuing guaranty of enforceability of any Obligation, (b) any change payment of the timeIndebtedness (irrespective of the aggregate amount thereof), mannerindependent of, place of paymentin addition and without modification to, and does not impair or in any way affect, any other term of any Obligationguaranty, (c) any exchange, release indorsement or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation other agreement held by Lender therefor or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, the Administrative Agent or the Lenders with respect to the Obligations thereto, whether or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of not furnished by the Guarantor. The Guarantor agrees that its liability This Guaranty and the Guarantor's obligations hereunder shall be immediate and shall not be contingent upon the exercise modified, terminated, impaired or enforcement in any way affected by the Security Agentexecution, the Administrative Agent delivery or the Lenders of whatever remedies each may have against the Borrower or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possess. The Guarantor agrees that any release which may be given by the Security Agent, the Administrative Agent or the Lenders to the Borrower shall not release the Guarantor; and the Guarantor waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action performance by the Guarantor, the Security Agent, the Administrative Agent, any Lender or Non-Lender Borrower or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality person of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor over the amount of all liabilities of the Guarantor (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this Guaranty. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the Guarantor’s representations, acknowledgments or recitals set forth herein or in any other Loan Documentguaranty, indorsement or other agreement or the delivery of collateral therefor. The Guarantor agrees that its obligations as a guarantor shall not be impairedhave no right of subrogation, modifiedreimbursement, changed, released, contribution or limited in any manner indemnity whatsoever by any impairment, modification, change, release or limitation of the liability of the with respect to Borrower or its estate in bankruptcyany other guarantor(s) and no right of recourse to or with respect to any assets or property of Borrower or any other guarantor(s) or to any collateral owned by Borrower, resulting from the operation of any present other guarantor(s) or future provision of the bankruptcy laws or any other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations shall include all amounts that would otherwise constitute Obligations but person for the fact that they are unenforceable or not allowable due to the existence Indebtedness of any proceedings or taking of any actions under any such laws. The Obligations shall not be considered indefeasibly paid for purposes of this Guaranty Borrower guaranteed hereby unless and until all payments of said Indebtedness shall have been paid in full in cash. If any amount shall be paid to the Administrative Agent, Guarantor on behalf of itself, the Security Agent and the Lenders, are no longer subject to any right on the part account of any Personsuch subrogation, including the Borrowerreimbursement, the Borrower as a debtor in possession, contribution or indemnity rights at any trustee (whether appointed under the Bankruptcy Code or otherwise) of the Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Obligations whether by Guarantor or the Borrower, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable for the full amount the Security Agent, the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, time prior to the date payment of all such revocation Indebtedness of Borrower in full in cash, such amount shall reduce be held in trust for the maximum obligation benefit of the Guarantor hereunder, except to the extent of such payment, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunder. This is a continuing guaranty Lender and shall remain in full force forthwith be paid to Lender to be credited and effect and be binding applied upon the GuarantorIndebtedness of Borrower, whether matured or unmatured, in such order and manner as Lender in its successors and assigns until payment in full of all the Obligationssole discretion may deem advisable.

Continuing and Unconditional Guaranty. The Guarantor hereby irrevocably, unconditionally and absolutely guaranties to and for In consideration of the Security Agent, for Bank extending the ratable benefit of Credit Facility Lenders to the Borrower each person and Non-Lendersentity signing below as a Guarantor unconditionally guarantees to the Bank and its successors and assigns, the due performanceprompt payment and performance of (a) all Obligations and (b) all obligations under any deposit, treasury management or similar transaction or arrangement of any Borrower with the Bank (collectively, the “Guaranteed Obligations”). EACH GUARANTOR’S LIABILITY HEREUNDER SHALL COMMENCE UPON SUCH GUARANTOR’S EXECUTION OF THIS GUARANTY AND COLLATERAL AGREEMENT AND SHALL BE UNLIMITED IN AMOUNT. This Guaranty shall operate as a continuing, unconditional and absolute guaranty. Each Guarantor waives all requirements of notice, demand, presentment or protest, any right such Guarantor may have to require the Bank first to proceed against the Borrower or any other person or entity, to marshal! assets or first to realize on any collateral (including the Collateral) before proceeding against such Guarantor hereunder, or to give notice of the terms, time and place of any public or private sale or other disposition of any Collateral. Further, each Guarantor waives all other defenses that may be available to a surety, including but not limited to those based upon or arising by reason of (i) any disability or other defense of the Borrower or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Guaranteed Obligations; (iii) any lack of authority of any person acting or purporting to act on behalf of the Borrower which is an entity, or any defect in the formation of the Borrower; (iv) the application by the Borrower of the proceeds of any Guaranteed Obligations for purposes other than the purposes represented by the Borrower to, or intended or understood by, the Bank or such Guarantor; (v) any act or omission by the Bank which directly or indirectly results in or aids the discharge of the Borrower or any portion of the Guaranteed Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of the Bank against the Borrower; (vi) any impairment of the value of any interest in any Collateral, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any Collateral, the release of any Collateral without substitution, and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any Collateral; (vii) any modification of the Guaranteed Obligations, in any form whatsoever, and including without limitation the prompt payment when due or within any applicable grace periodrenewal, whether at stated maturityextension, upon acceleration or otherwise and at all times thereafter of any and all Obligations other change in time for payment of, or other change in the terms of, the Guaranteed Obligations, including increase or decrease of the Borrower under the Credit Agreement rate of interest and any other agreements amendment or Loan Documents referred modification to therein, or under any renewals, extensions or modifications thereof Credit Document; (the “Obligations”) irrespective of (aviii) any lack requirement that the Bank give any notice of enforceability acceptance of any Obligation, this Guaranty; (bix) any change defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the time, manner, place of payment, or any other term of any Obligation, Borrower; (cx) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, the Administrative Agent or the Lenders with respect to the Obligations or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of the Guarantor. The Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Security Agent, the Administrative Agent or the Lenders of whatever remedies each may have against the Borrower or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possess. The Guarantor agrees that any release which may be given by the Security Agent, the Administrative Agent or the Lenders to the Borrower shall not release the Guarantor; and the Guarantor waives the benefit of any statute of limitations affecting such Guarantor’s liability under this Guaranty; or (xi) any election of remedies by the Bank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Guaranteed Obligations, destroys such Guarantor’s rights of subrogation or such Guarantor’s rights to proceed against the Borrower for reimbursement. Each Guarantor waives all rights of setoff and exoneration, or subrogation until the Guaranteed Obligations shall have been paid and/or performed in full. Each Guarantor agrees that the Bank may renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Obligations or any part thereof, including increase or decrease of the rate of interest, modify or extend the terms of the Related Note, the Master Credit Agreement, the Covenant Agreement or of any other Guaranteed Obligations, or compromise, settle or release any other obligor under the Guaranteed Obligations, all without notice to or consent by such Guarantor and without affecting such Guarantor’s liability hereunder. Additionally, the Bank may receive and hold security for the payment of this Guaranty or any Guaranteed Obligations under this Guaranty and Collateral Agreement and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security. Any obligations of the Borrower to each Guarantor, now or hereafter existing, including but not limited to any obligations to any Guarantor as subrogee of Bank or resulting from such Guarantor’s performance under this Guaranty, are hereby subordinated to the Guaranteed Obligations. Each Guarantor shall not demand, take, or receive from the Borrower, by setoff or in any other manner, payment of any other obligations of the Borrower to such Guarantor until the Guaranteed Obligations have been paid in full and any commitments of the Bank or facilities provided by the Bank with respect to the Guaranteed Obligations have been terminated. If any payments are received by any Guarantor in violation of such waiver or agreement, such payments shall be received by such Guarantor as trustee for the Bank and shall be paid over to the Bank on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty. Any security interest, lien, or other encumbrance that each Guarantor may now or hereafter have on any property of the Borrower is hereby subordinated to any security interest, lien, or other encumbrance that the Bank may have on any such property. Each Guarantor grants the Bank the right of setoff for all matured and unmatured Guaranteed Obligations against all deposits and property of such Guarantor now or hereafter in the possession or control of the Bank or its liabilities hereunder or affiliates without regard to the enforcement hereofadequacy of Collateral. Each Guarantor grants the Bank a security interest in all such property to secure such Guarantor’s obligations. Until the Guaranteed Obligations have been paid in full and any commitments of the Bank to provide further extensions of credit have been terminated, each Guarantor waives any right of subrogation, reimbursement, indemnification and contribution. This Guaranty shall be binding upon each Guarantor’s successors and assigns. This Guaranty may be modified only by a written agreement signed by the Bank and each Guarantor. THIS GUARANTY IS SUBJECT TO THE VENUE, JURISDICTION AND DISPUTE RESOLUTION PROVISION CLAUSES SET FORTH IN THE MASTER CREDIT AGREEMENT. EACH GUARANTOR ACKNOWLEDGES THAT ANY CONTROVERSIES OR CLAIMS RELATING TO THIS GUARANTY ARE SUBJECT TO ARBITRATION, JUDICIAL REFERENCE, AND/OR JURY TRIAL WAIVER AS PROVIDED FOR IN THE MASTER CREDIT AGREEMENT. EACH GUARANTOR ACKNOWLEDGES THIS IS A COMMERCIAL TRANSACTION AND NOT A CONSUMER TRANSACTION. Each Guarantor agrees that the Bank may rely on a facsimile of this Guaranty. Each Guarantor acknowledges that it has had the opportunity to consult with counsel of its own choosing with respect to this Guaranty. This Guaranty is a guaranty intended to take effect as an instrument under seal. If any Guarantor is an entity other than an individual, the individuals signing on behalf of payment such Guarantor represent and not of collection. If, absent the provisions of this paragraph, warrant that they are duly authorized to execute this Guaranty would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount behalf of such liability shall, without any further action Guarantor. Each Guarantor agrees to pay all reasonable attorneys’ fees and all other costs and expenses that may be incurred by the Guarantor, the Security Agent, the Administrative Agent, any Lender or Non-Lender or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined Bank in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor over the amount of all liabilities of the Guarantor (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this Guaranty or in connection with the preservation or protection of the Bank’s rights under this Guaranty. Nothing contained in this paragraph shall be deemed to waiveIn the event of the death of a Guarantor, diminish or modify the Guarantor’s representations, acknowledgments or recitals set forth herein or in any other Loan Document. The Guarantor agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Borrower or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations deceased Guarantor shall include all amounts that would otherwise constitute Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Administrative Agent, on behalf of itself, the Security Agent and the Lenders, are no longer subject to any right on the part of any Person, including the Borrower, the Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of the Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Obligations whether by Guarantor or the Borrower, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued continue in full force and effect as if said payment or payments had not been madeto (i) the Obligations existing at the date of death, and the Guarantor shall be liable any renewals or extensions, and (ii) loans or advances made to or for the full amount account of the Security Agent, Borrower after the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by date of death of the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the deceased Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of made by Bank to the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, Borrower prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, except death. As to the extent of such payment, and (e) any payment by the Borrower or from any source other than the surviving Guarantor, subsequent to the date of such revocation, this Guaranty shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunder. This is a continuing guaranty and shall remain continue in full force and effect and be binding upon after the death of a Guarantor, its successors not only as to Obligations existing at that time but also as to the Obligations later incurred by Borrower to Bank. This guaranty is cumulative and assigns until payment in full does not supersede any other outstanding guaranties, and the liability of all the Obligationseach Guarantor under this Guaranty and Collateral Agreement is exclusive of such Guarantor’s liability under any other guaranties signed by such Guarantor.

Continuing and Unconditional Guaranty. The Guarantor DVI, Inc. hereby irrevocably, unconditionally and absolutely guaranties to and for the Security Agent, for the ratable benefit of Credit Facility Lenders and Non-Lenders, CoreStates Bank the due performance, including without limitation the prompt payment when due or within any applicable grace periodPeriod, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations obligations of the Borrower DVI Financial Services and/or Oferil owed to CoreStates Bank under the Credit Agreement and any other agreements or the Note and Loan Documents referred to therein, or under any renewals, extensions or modifications thereof (the “Obligations”"OBLIGATIONS") irrespective of (a) any lack of enforceability of any ObligationObligation in any jurisdiction, (b) any change of the time, manner, place of payment, or any other term of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, the Administrative Agent or the Lenders CoreStates Bank with respect to the Obligations or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of the Guarantoreither or both of DVI Financial 2 Services or Oferil. The Guarantor DVI, Inc. agrees that its liability obligations hereunder shall be immediate and shall not be contingent upon the exercise are irrevocable; that a separate action or enforcement by the Security Agent, the Administrative Agent or the Lenders of whatever remedies each may have against the Borrower or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possess. The Guarantor agrees that any release which actions may be given by the Security Agent, the Administrative Agent brought and prosecuted against it regardless of whether DVI Financial Services and/or Oferil is joined in any such action or the Lenders to the Borrower shall not release the Guarantoractions; and the Guarantor that DVI, Inc. waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty Agreement would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s aggregate DVI, Inc.'s liability under this GuarantyAgreement, then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the aggregate amount of such liability shall, without any further action by the GuarantorDVI, the Security AgentInc., the Administrative Agent, any Lender or Non-Lender CoreStates Bank or any other Personperson, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor said DVI, Inc., over the amount of all liabilities of the Guarantor DVI, Inc. (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this GuarantyAgreement. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the Guarantor’s DVI, Inc.'s representations, acknowledgments or recitals set forth herein herein, or in any other Loan Document. The Guarantor DVI, Inc. agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Borrower DVI Financial Services and/or Oferil or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations shall include all amounts that would otherwise constitute Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Obligations This Agreement shall not continue to be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to effective, or shall be reinstated, as the Administrative Agentcase may be, on behalf of itself, the Security Agent and the Lenders, are no longer subject to if at any right on the part of any Person, including the Borrower, the Borrower as a debtor in possessiontime payment, or any trustee (whether appointed under the Bankruptcy Code part thereof, of any Obligation is rescinded or otherwise) of the Borrower’s assets to invalidate must otherwise be restored or set aside such payments or to seek to recoup the amount of such payments returned by CoreStates Bank in connection with any proceeding involving DVI Financial Services, Oferil, DVI, Inc. or any portion thereofother person under any bankruptcy, insolvency, reorganization or similar laws relating to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment relief of the Obligations whether by Guarantor or the Borrower, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable for the full amount the Security Agent, the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, except to the extent of such payment, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunderdebtors. This is a continuing guaranty and shall remain in full force and effect and be binding upon the Guarantoreach DVI, Inc., its successors and assigns until payment in full of all the Obligations.

Continuing and Unconditional Guaranty. The Guarantor hereby irrevocablyTo induce Whistling Pines Foliage, unconditionally and absolutely guaranties Inc. hereinafter referred to and for the Security Agentas “ Whistling Pines”, for the ratable benefit of Credit Facility Lenders and Non-Lendersto extend commercial credit to , Hereinafter referred to as “ Customer”, the due performanceundersigned, including without limitation , hereinafter referred to as “ Guarantor”, does hereby give Whistling Pines, its continuing and unconditional guarantee of the prompt payment in full when due or within any applicable grace period, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations indebtedness of Customer, its successors and assigns, to Whistling Pines, to the same extent as if Guarantor were the principal debtor of the Borrower under indebtedness. Guarantor agrees to pay and discharge the Credit Agreement indebtedness of Customer to Whistling Pines when due, by acceleration or otherwise, in accordance with the terms of the indebtedness, and hereby waives all notice of acceptance of this Guaranty, notice of maturity, payment or default of any indebtedness, and any other agreements requirement or Loan Documents referred notice necessary to thereinbind it hereunder, including, but not limited to, presentment, notice of dishonor and protest. Guarantor also agrees to pay all costs (including attorney’s fees whether incurred in connection with collection, trial, appeal or otherwise) of collection against Guarantor under any renewalsthis Guaranty. Venue for enforcement of this Guaranty shall be the jurisdictional state court in Lake County, extensions or modifications thereof (Florida. Guarantor waives the “Obligations”) right to trial by jury and consents to bench trial in the event trial becomes necessary to enforce this Guaranty. The liability of Guarantor hereunder applies irrespective of (a) any lack of enforceability of any Obligation, (b) any change of the time, manner, place of payment, or any other term of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, regularity or rights enforceability of the Security Agentindebtedness or of any agreements evidencing, the Administrative Agent or the Lenders with respect to the Obligations or any instruments evidencing any of the Obligationsrelating to, or (e) any other circumstance which might otherwise constitute a defense to or discharge of securing the Guarantorindebtedness. The liability of Guarantor agrees that its liability hereunder shall be immediate is binding upon Guarantor and shall not be contingent upon the exercise or enforcement by the Security Agent, the Administrative Agent or the Lenders of whatever remedies each may have against the Borrower or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possessGuarantor’s successors and assigns. The Guarantor agrees that any release which may be given by the Security Agent, the Administrative Agent or the Lenders to the Borrower shall not release the Guarantor; and the Guarantor waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other provision revocation of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the Guarantor, the Security Agent, the Administrative Agent, any Lender or Non-Lender or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor over the amount of all liabilities of the Guarantor (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this Guaranty. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the Guarantor’s representations, acknowledgments or recitals set forth herein or in any other Loan Document. The Guarantor agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in relieve Guarantor of liability on any manner whatsoever by any impairment, modification, change, release or limitation indebtedness of the liability Customer to Whistling Pines arising prior to Whistling Pines’ receipt of the Borrower or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations shall include all amounts that would otherwise constitute Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Administrative Agent, on behalf of itself, the Security Agent and the Lenders, are no longer subject to any right on the part of any Person, including the Borrower, the Borrower as a debtor in possessionwritten revocation hereof, or any trustee (whether appointed under the Bankruptcy Code renewal or otherwise) of the Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion extension thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Obligations whether by Guarantor or the Borrower, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable for the full amount the Security Agent, the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, except to the extent of such payment, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunder. This is a continuing guaranty and shall remain in full force and effect and be binding upon the Guarantor, its successors and assigns until payment in full of all the Obligations.

Continuing and Unconditional Guaranty. The Each Guarantor hereby irrevocably, unconditionally and absolutely guaranties to and for the Security Agent, for the ratable benefit of Credit Facility Lenders and Non-Lenders, Bank the due performance, including without limitation the prompt payment when due or within any applicable grace period, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations obligations of ABL and/or FLC owed to the Borrower Bank under the Credit Agreement and any other agreements or the Note and Loan Documents referred to therein, or under any renewals, extensions or modifications thereof thereof, or any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement relating to the foregoing (the “"Obligations”") irrespective of (a) any lack of enforceability of any Obligation, (b) any change of the time, manner, place of payment, or any other term of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, the Administrative Agent or the Lenders Bank with respect to the Obligations or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of the any Guarantor. The Each Guarantor agrees that its liability obligations hereunder shall be immediate and shall not be contingent upon the exercise are irrevocable; that a separate action or enforcement by the Security Agent, the Administrative Agent or the Lenders of whatever remedies each may have against the Borrower or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possess. The Guarantor agrees that any release which actions may be given by the Security Agent, the Administrative Agent brought and prosecuted against it regardless of whether ABL or the Lenders to the Borrower shall not release the GuarantorFLC is joined in any such action or actions; and the Guarantor that it waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty Agreement would be held or determined to be void, invalid or unenforceable on account of the amount of the any Guarantor’s 's aggregate liability under this GuarantyAgreement, then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the aggregate amount of such liability shall, without any further action by the such Guarantor, the Security Agent, the Administrative Agent, any Lender or Non-Lender Bank or any other Personperson, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor such Guarantor, over the amount of all liabilities of the such Guarantor (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this GuarantyAgreement. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the each Guarantor’s 's representations, acknowledgments or recitals set forth herein herein, in the Credit Agreement or in any other Loan Document. The Each Guarantor agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Borrower ABL or FLC or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy Bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Obligations shall include all amounts that would otherwise constitute Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Obligations This Agreement shall not continue to be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to effective, or shall be reinstated, as the Administrative Agentcase may be, on behalf of itself, the Security Agent and the Lenders, are no longer subject to if at any right on the part of any Person, including the Borrower, the Borrower as a debtor in possessiontime payment, or any trustee (whether appointed under part thereof, of any Obligation is rescinded or must otherwise be restored or returned by the Bankruptcy Code Bank in connection with any proceeding involving ABL or otherwise) of the Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments FLC, each Guarantor or any portion thereofother person under any bankruptcy, insolvency, reorganization or similar laws relating to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment relief of the Obligations whether by Guarantor or the Borrower, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable for the full amount the Security Agent, the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees) paid by the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, except to the extent of such payment, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunderdebtors. This is a continuing guaranty and shall remain in full force and effect and be binding upon the each Guarantor, its successors and assigns until payment in full of all the Obligations.

Continuing and Unconditional Guaranty. The Guarantor hereby irrevocably, unconditionally and absolutely guaranties to and for the Security Agent, for the ratable benefit of Credit Facility Lenders and Non-Lenders, the due performance, including without limitation the prompt payment when due or within any applicable grace period, whether at stated maturity, upon acceleration or otherwise and at all times thereafter of any and all Obligations of the Borrower Owner Participant under the Credit Loan Agreement and any other agreements or Loan Documents referred to therein, or under any renewals, extensions or modifications thereof and the obligations of Owner Participant under any Non-Lender Protection Agreement (referred to herein collectively as the “"Secured Obligations”") irrespective of (a) any lack of enforceability of any Obligation, (b) any change of the time, manner, place of payment, or any other term of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the Security Agent, the Administrative Agent or the Lenders with respect to the Secured Obligations or any instruments evidencing any of the Secured Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of the Guarantor. The Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Security Agent, the Administrative Agent or the Lenders of whatever remedies each may have against the Borrower Owner Participant or the enforcement of any lien or realization upon any security the Security Agent, the Administrative Agent or the Lenders may at any time possess. The Guarantor agrees that any release which may be given by the Security Agent, the Administrative Agent or the Lenders to the Borrower Owner Participant shall not release the Guarantor; and the Guarantor waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. This Guaranty is a guaranty of payment and not of collection. If, absent the provisions of this paragraph, this Guaranty would be held or determined to be void, invalid or unenforceable on account of the amount of the Guarantor’s 's aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the Guarantor, the Security Agent, the Administrative Agent, any Lender or Non-Lender or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is not greater than the greater of the excess of the amount of the fair saleable value of the assets of the Guarantor over the amount of all liabilities of the Guarantor (all as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors), (a) as of the date hereof, and (b) as of the date of the enforcement of this Guaranty. Nothing contained in this paragraph shall be deemed to waive, diminish or modify the Guarantor’s 's representations, acknowledgments or recitals set forth herein or in any other Loan Document. The Guarantor agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Borrower Owner Participant or its estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. Notwithstanding any provision herein to the contrary, the Secured Obligations shall include all amounts that would otherwise constitute Secured Obligations but for the fact that they are unenforceable or not allowable due to the existence of any proceedings or taking of any actions under any such laws. The Secured Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Administrative Agent, on behalf of itself, the Security Agent and the Lenders, are no longer subject to any right on the part of any Person, including the BorrowerOwner Participant, the Borrower Owner Participant as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of the Borrower’s Owner Participant's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Secured Obligations whether by Guarantor or the BorrowerOwner Participant, the Security Agent and the Administrative Agent shall have no obligation whatsoever to transfer or assign their interest in the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to the Security Agent and the Administrative Agent on behalf of itself, the Security Agent itself and the Lenders, is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable for the full amount the Security Agent, the Administrative Agent or any Lender or Non-Lender is required to repay plus any and all costs and expenses (including reasonable attorneys’ ' fees) paid by the Security Agent, the Administrative Agent or any Lender or Non-Lender in connection therewith. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by the Security Agent, (b) no such revocation shall apply to any Secured Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Secured Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Security Agent or the Administrative Agent in existence on the date of such revocation, (d) no payment by the Guarantor, the BorrowerOwner Participant, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, except to the extent of such payment, and (e) any payment by the Borrower Owner Participant or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Secured Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor hereunder. This is a continuing guaranty and shall remain in full force and effect and be binding upon the Guarantor, its successors and assigns until payment in full of all the Secured Obligations.