Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.and

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent any Borrower and any Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrowers or this Guarantee any Guarantor with respect to the Borrower Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing the Credit Agreement, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Borrower or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations Borrower Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Borrowers, Parent 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 Buyer the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerany Borrower, Parent 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 Sellerany Borrower, Parent any other Guarantor 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 Buyer the Administrative Agent or any Lender against any Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futurelegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor The Parent Borrower 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 Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeArticle IX; and all dealings between Seller, the Parent Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle IX. Guarantor The Parent Borrower waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Subsidiary Borrowers or this Guarantee any of the Guarantors with respect to the Subsidiary Obligations. This The Parent Borrower understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing this 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 Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Subsidiary Borrower or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Borrower or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Subsidiary Borrowers for the Obligations Subsidiary Obligations, or of Guarantor the Parent Borrower under this GuaranteeArticle IX, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantorthe Parent Borrower, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Subsidiary Borrowers, Parent any other 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 Buyer the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerany Subsidiary Borrower, Parent 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 Sellerany Subsidiary Borrower, Parent any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Parent Borrower of any obligation or liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor Parent Borrower under this Guarantee Article IX. For the purposes hereof “demand” shall have been satisfied by payment in full, notwithstanding that from time to time during include the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, commencement and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futurelegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the applicable Obligations and notice of or proof of reliance by Buyer the Agents, any Facing Agent or any Lender upon the guarantee contained in this Guarantee Article XIV or acceptance of the guarantee contained in this GuaranteeArticle XIV; the applicable Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; Article XIV, and all dealings between Seller, Parent and each Guarantor, on the one hand, and Buyerthe Agents, the Facing Agents and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle XIV. The Agents will, to the extent permitted by applicable law, request payment of any applicable Obligation from the applicable Borrower before making any claim against the applicable Guarantor under this Article XIV, but will have no further obligation to proceed against a Borrower or to defer for any period a claim against the applicable Guarantor hereunder. Except as expressly provided in the preceding sentence, each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent such Guarantor or this Guarantee any Borrower with respect to the applicable Obligations. This Guarantee Each guarantee contained in this Article XIV shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any of the applicable Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, any Facing Agent or any Lender, (iib) the legality under applicable laws of repayment by the relevant Borrower of any applicable Obligations or the adoption of any applicable laws purporting to render any applicable Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller any Guarantor or Parent the applicable Borrower against Buyerthe Agents, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Facing Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof any Guarantor or any Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations any applicable Obligations, or of any Guarantor under the guarantee contained in this GuaranteeArticle XIV, in bankruptcy or in any other instance. When any Agent, any Facing Agent or any Lender is pursuing its rights and remedies hereunder under this Article XIV against any Guarantor, Buyer such Agent, such Facing Agent or any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Borrower or any other Person or against any collateral security or guarantee for the applicable Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, any Facing Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any 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 Seller, Parent any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunderunder this Article XIV, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofAgents, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Facing Agents and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from Lenders against any ObligationsGuarantor. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and the Mexican Borrower or the Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Mexican Borrower or this Guarantee any other guarantor with respect to the Mexican Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing AgreementNote or other Loan Document, any of the Mexican 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 Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Mexican Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance (other than a defense of payment or performance) whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Mexican Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Mexican Borrower for the Obligations Mexican Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Mexican Borrower or any other Person or against any collateral security or guarantee for the Mexican Obligations (including, without limitation, the guarantee of the US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Mexican 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 Seller, Parent the Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its their respective permitted successors, endorseesindorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall have been terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Mexican Borrower may be free from any Mexican Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Lender upon this Guarantee or acceptance of this Guarantee; , and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and the Guarantor, on the one hand, and Buyer, the Lender on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Loan Agreement, or any Governing Agreementother 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 Buyer, the Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyerthe Lender, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the 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 Buyer the Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Lender, and its permitted successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationsfull in cash. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of the Guarantee under this GuaranteeSection 9; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee under this GuaranteeSection 9; and all dealings between Seller, Parent any Subsidiary Borrower and Guarantorthe Borrower, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee under this GuaranteeSection 9. Guarantor The Borrower waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent any Subsidiary Borrower or this Guarantee the Borrower with respect to the Subsidiary Borrower Obligations. This The Guarantee under this Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing this Agreement, any of the Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent any Subsidiary Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof such Subsidiary Borrower or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Subsidiary Borrower for the Obligations its Subsidiary Borrower Obligations, or of Guarantor the Borrower under the guarantee under this GuaranteeSection 9, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantorthe Borrower, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against Guarantorsuch Subsidiary Borrower. This The Guarantee under this Section 9 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor the Borrower and its successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Subsidiary Borrower Obligations and the obligations of Guarantor the Borrower under the Guarantee under this Guarantee Section 9 shall have been satisfied by payment in fullfull and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent this Agreement any Subsidiary Borrower may be free from any Subsidiary Borrower Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent, the Issuing Lender or any L/C Participant upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe respective Subsidiary Guarantor or the Guarantor and the Administrative Agent, Parent and Guarantor, on the one hand, and Buyer, on the other hand, Issuing Lender or any L/C Participant shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the respective Subsidiary Guarantor or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any L/C Participant, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the respective Subsidiary Guarantor against Buyerthe Administrative Agent, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Issuing Lender or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee L/C Participant, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the respective Subsidiary Guarantor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the respective Subsidiary Guarantor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent, the Issuing Lender and any L/C Participant may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the respective Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Obligations obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant to pursue such other rights or remedies or to collect any payments from Seller, Parent the respective 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 Seller, Parent the respective Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender or any L/C Participant against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the L/C Participants, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the respective Subsidiary Guarantor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent, the Issuing Lender or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between Seller, Parent the Borrowers and Guarantorany of the Subsidiary Guarantors, on the one hand, and Buyerthe Administrative Agent, the Issuing Lender and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrowers or this Guarantee any of the Subsidiary Guarantors with respect to the Obligations. This Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing AgreementNote or any other Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Borrower or any Subsidiary Guarantor or other Person prior to obligor in respect of any of the Obligations against the Administrative Agent, the Issuing Lender or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrowers or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations Obligations, or of such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, Buyer the Administrative Agent, the Issuing Lender and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any 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 Buyer the Administrative Agent, the Issuing Lender or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any 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 Seller, Parent any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender and the Lenders against such Subsidiary Guarantor. This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee shall have been satisfied by payment in fullfull in cash, the Commitments shall be terminated and no Letter of Credit remains outstanding, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrowers may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between Seller, Parent the Borrower and Guarantorany of the Subsidiary Guarantors, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Subsidiary Guarantors with respect to the Obligations. This Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing AgreementNote or any other Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Borrower or any Subsidiary Guarantor or other Person prior to obligor in respect of any of the Obligations against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the 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 Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent and the Lenders against such Subsidiary Guarantor. This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee shall have been satisfied by payment in fullfull in cash and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and Seller, the status of other guarantor, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Parent 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 Buyer the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee contained in this Guarantee Article IX or acceptance of the Guarantee contained in this GuaranteeArticle IX; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Guarantee; Article IX, and all dealings between Seller, the Parent and Guarantor, on the one hand, and Buyerthe Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this GuaranteeArticle IX. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, the Parent Guarantor or this Guarantee the Borrower with respect to the Obligations. This The Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee Guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (iib) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Parent Guarantor or Parent the Borrower against Buyerthe Agents, (iii) any requirement that Buyer exhaust any right to take any action against Sellerthe Syndication Agent, Parent the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, of the Parent and GuarantorGuarantor or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations any Obligations, or of the Parent Guarantor under the Guarantee contained in this GuaranteeArticle IX, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies hereunder under this Article IX against the Parent Guarantor, Buyer such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee Guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee Guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or of any such collateral security, guarantee Guarantee or right of offset, shall not relieve the Parent Guarantor of any liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofAgents, and shall inure to the benefit of BuyerSyndication Agent, and its permitted successorsthe Co-Documentation Agents, endorseesthe Joint Lead Arrangers, transferees and assigns, until all the Obligations Issuing Bank and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during Lenders against the term of the Governing Agreements, Seller or Parent may be free from any ObligationsGuarantor. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor Fujitsu waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the Fujitsu Guaranteed Obligations and notice of or proof of reliance by Buyer the Company upon this Guarantee Fujitsu Guaranty or acceptance of this GuaranteeFujitsu Guaranty; the Fujitsu Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteethe Fujitsu Guaranty; and all dealings between Seller, Parent Fujitsu Member and GuarantorFujitsu, on the one hand, and Buyerthe Company or AMD and AMD Member, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Fujitsu Guaranty. Fujitsu agrees that (i) any notice provided under this Guarantee. Guarantor waives promptness, diligence, presentment, protest, Agreement to Fujitsu Member (including any demand for payment and or notice of default or nonpayment non payment) shall be deemed to constitute notice to Fujitsu for purposes hereof and (ii) any knowledge of Fujitsu Member shall be deemed knowledge of Fujitsu for purposes hereof. Nothing in this Article 12 shall be deemed to constitute a waiver of, or upon Sellerprevent Fujitsu from asserting, Parent or this Guarantee with respect any valid defense that may be asserted by Fujitsu Member. Fujitsu waives to the Obligationsfullest extent permitted by Applicable Law any defense whatsoever to the performance of the Fujitsu Guaranteed Obligations that would not constitute a valid defense by Fujitsu Member (including, without limitation, any defense that may be derived from or afforded by Applicable Law that limits the liability of or exonerates guarantors or sureties). This Guarantee Fujitsu understands and agrees that this Fujitsu Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity, regularity validity or enforceability of any Governing Agreementthis Agreement or this Article 12, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivb) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof Fujitsu Member or Fujitsu) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Fujitsu Member for the Obligations Fujitsu Guaranteed Obligations, or of Guarantor Fujitsu under this Guarantee, the Fujitsu Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against GuarantorFujitsu, Buyer the Company, AMD or AMD Member may, but shall be under no obligationobligation to (and Fujitsu irrevocably and unconditionally waives to the fullest extent permitted by Applicable Law any right Fujitsu may have to require the Company or any other Person to, to and any defense that may arise from the Company’s or any other Person’s failure to), make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent Fujitsu Member or any other Person or against any collateral security or guarantee guaranty for the Fujitsu Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Company to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent Fujitsu Member or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of Seller, Parent Fujitsu Member or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve Guarantor Fujitsu 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 Buyer the Company against GuarantorFujitsu. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futurelegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower or any of the Subsidiary Guarantors and Guarantor, on the one hand, and Buyer, on the other hand, Administrative Agent or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Subsidiary Guarantors with respect to the Obligations. This Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, the Administrative Agent or any Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of such Subsidiary Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the 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 Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against such Subsidiary Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe Parent, Parent the Borrower or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, Agent or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Sellerthe Parent, Parent the Borrower or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of any Governing the Credit Agreement, the Notes, any of the Obligations Security Documents, any other Loan Document, any of the obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, the Parent or the Borrower against the Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Parent, Seller, Parent and the Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or the Borrower or the Parent for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations obligations or any right of offset with respect thereto, and any failure by Buyer the Agent or any Lender to pursue such other rights or remedies or to collect any payments from Sellerthe Borrower, the Parent 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 Sellerthe Borrower, the Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Agent and the Lenders, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Credit Agreement the Borrower and the Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and Seller, the status of other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Investors, Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, 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 Buyerthe Investors, Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyerthe Investors, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Investors, the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower 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 Buyer the Investors, Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Investors, the Agent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Investors, the Lessor, the Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Guaranteed Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Pledgor and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Pledgor or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent Pledgor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Pledgor or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent Pledgor and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Pledgor for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Pledgor 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Pledgor 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 Seller, Parent Pledgor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Pledgor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Pledgor or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, ParentPledgor, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent Pledgor and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent Pledgor and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent Pledgor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the other Subsidiary Guarantors or other guarantors with respect to the Obligations. This The Guarantors understand and agree that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, or any Governing Agreementother 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 Buyer, the Administrative Agent or any Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Borrower, Seller, Parent and Guarantorany Subsidiary Guarantor or other guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, of any Subsidiary Guarantor under its Subsidiary Guarantee, or of Guarantor under this Guaranteeany other guarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantorthe Guarantors, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Sellerthe Borrower, Parent any other Subsidiary Guarantor, 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 Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Sellerthe Borrower, Parent other Subsidiary Guarantor or any such other guarantor or other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerthe Borrower, Parent other Subsidiary Guarantor or any such other guarantor or other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent and the Lenders against Guarantorthe Guarantors. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor the Guarantors and its the respective successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor the Guarantors under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent Seller, the status of other guarantors, if any, and of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives to the fullest extent permitted by applicable law 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 Buyer any Secured Party upon this Guarantee or acceptance of the guarantee contained in this Guarantee; the Section 2. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; Guarantee and all dealings between Seller, Parent the Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Secured Parties, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor Each Guarantor, to the fullest extent permitted by applicable law, waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor waives, to the fullest extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) this Guarantee or any of its obligations hereunder. Each Guarantor understands and agrees, to the fullest extent permitted by applicable law, that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of the Credit Agreement or any Governing Agreementother 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 Buyerany Secured Party, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Borrower or any other Person prior to or contemporaneously with proceeding to exercise against any right against Guarantor under this Guarantee Secured Party, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations Borrower with respect to any Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Buyer any Secured Party may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Borrower, Parent 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 Buyer any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerthe Borrower, Parent 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 Sellerthe Borrower, Parent any other Guarantor 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 Buyer any Secured Party against any Guarantor. This Guarantee For the purposes hereof, “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futurelegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Affiliate Borrowers and the Guarantor, on the one hand, and Buyerthe Lender and the Affiliate Borrowers, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Affiliate Borrowers or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, the Note or any Governing Agreementother 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 Buyerthe Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or of performance) that which may at any time be available to or be asserted by Seller or Parent the Affiliate Borrowers against Buyerthe Lender, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Affiliate Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Affiliate Borrower for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Affiliate 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 Buyer the Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any Affiliate Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Affiliate Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of Buyerthe Lender, and its permitted respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing AgreementsCredit Agreement the Affiliate Borrowers, Seller individually or Parent collectively, may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Beneficiaries, and its permitted their respective successors, endorsees, transferees and assigns, until all of the Obligations and the obligations Obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without without limiting the generality of the foregoingthis Guarantee, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: if any Beneficiary (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor assignee thereof) shall be prevented by applicable law from exercising its remedies (or any other person of them) against the Transferee under any Operative Document, such Beneficiary (or securityany assignee thereof) shall be entitled to receive hereunder from the Guarantor, upon demand therefor, the sums that would have otherwise been due from the Transferee had such remedies been able to be exercised. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent Knowledge of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and Seller, the status of other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens Liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and the Seller or either Guarantor, on the one hand, and the Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations 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 Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Seller or Parent against the Buyer, (iii) any requirement that the Buyer exhaust any right to take any action against Seller, Parent the Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor Guarantors under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof the Seller or the Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for the Obligations or of Guarantor the Guarantors under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that the Buyer may have against Seller, Parent the Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of the Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents the Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows: (i) Each Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of such Guarantor to proceed against Seller, Parent, the Seller against any other guarantor guarantor, or against any other person or security. (ii) Each Guarantor is presently informed of the financial condition of the Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Each Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the Seller’s financial condition condition, the status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by either Guarantor to the Buyer, each Guarantor hereby waives the right, if any, to require the Buyer to disclose to the Guarantor any information that which the Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Each Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to the Buyer, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by the Seller or Parent any other guarantor to the Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its their respective successors and permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, except to the extent any of the following expressly relieves Guarantor of any of the Obligations, the occurrence of one or more of the following shall not preclude the exercise by Buyer of any right, remedy or power hereunder or alter or impair the liability of the Guarantor hereunder, which shall, remain absolute, irrevocable and unconditional: (i) at any time or from time to time, without notice to the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, waived or renewed, or Seller shall be released from any of the Obligations, or any of the Obligations shall be subordinated in right of payment to any other liability of Seller; (ii) any of the Obligations shall be accelerated or otherwise become due prior to their stated maturity, in any case, in accordance with the terms of the Repurchase Agreement, or any of the Obligations shall be amended, supplemented, restated or otherwise modified in any respect, or any right under the Repurchase Agreement shall be waived, or any other guaranty of any of the Obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt with; (iii) the occurrence of any Default or Event of Default under the Repurchase Agreement, or the occurrence of any similar event (howsoever described) under any agreement or instrument referred to therein; (iv) any consolidation or amalgamation of Seller with, any merger of Seller with or into, or any transfer by Seller of all or substantially all its assets to, another Person, any change in the legal or beneficial ownership of ownership interests issued by Seller, or any other change whatsoever in the objects, capital structure, constitution or business of Seller; (v) any delay, failure or inability of Seller or any other guarantor or obligor in respect of any of the Obligations to perform, willful or otherwise, any provision of the Repurchase Agreement beyond any applicable cure periods; (vi) any action or failure to act by Buyer that adversely affects Guarantor’s right of subrogation arising by reason of any performance by Guarantor of this Guarantee; (vii) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, Seller or any other Person for any reason whatsoever, including any suit or action in any way disaffirming, repudiating, rejecting or otherwise calling into question any issue, matter or thing in respect of the Repurchase Agreement; (viii) any lack or limitation of status or of power, incapacity or disability of Seller or any other guarantor or obligor in respect of any of the Guaranteed Obligations; (ix) any change in the laws, rules or regulations of any jurisdiction, or any present or future action or order of any Governmental Authority, amending, varying or otherwise affecting the validity or enforceability of any of the Guaranteed Obligations or the obligations of any other guarantor or obligor in respect of any of the Guaranteed Obligations; (x) any lack of validity or enforceability of the Repurchase Agreement for any reason, including any bar by any statute of limitations or other law of recovery on any obligation under the Repurchase Agreement, or any defense or excuse for failure to perform on account of any event of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever; (xi) any change in the time, manner or place of payment of, or in any other term of, the Repurchase Agreement or any obligation thereunder, including any amendment or waiver of or any consent to departure from the Repurchase Agreement, in any such case, made or effected in accordance with the terms of the Repurchase Agreement; (xii) any action which Buyer may take or omit to take in connection with the Repurchase Agreement, any of the obligations thereunder (or any Indebtedness owing by Seller to Buyer); any giving or failure to give any notice; any course of dealing of Buyer with Seller or any other Person; or any neglect, delay, failure, or refusal to take or prosecute any action for the collection or enforcement of the Repurchase Agreement or any obligation thereunder, to foreclose or take or prosecute any action in connection with the Repurchase Agreement, to bring suit against Seller or any other Person, or to file a claim in any Insolvency Proceeding; (xiii) any compromise or settlement of any part of the Repurchase Agreement or obligations thereunder or any other amount claimed to be owing under the Repurchase Agreement; (xiv) any modification of the Repurchase Agreement, in any form whatsoever, including any modification made after revocation hereof to any Indebtedness incurred prior to such revocation, and including, without limitation, the renewal, extension, adjustment, indulgence, forbearance, acceleration or other change in time for payment of, or other change in the terms of, the Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; (xv) any impairment of the value of any interest in any Purchased Assets or Pledged Collateral or any portion thereof, including, without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such Purchased Assets or Pledged Collateral, the release of any such Purchased Assets or Pledged Collateral without substitution, and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such Purchased Assets or Pledged Collateral; (xvi) the failure of Buyer or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security; (xvii) any change, restructuring or termination of the corporate structure or existence of Seller; or any release, substitution or addition of any other obligor, or any Insolvency Event or Insolvency Proceeding with respect to Seller; or (xviii) any action or inaction of Seller or any other Person, or any change of law or circumstances, or any other facts or events which might otherwise constitute a defense available to, or a discharge of, Seller, or a guarantor or surety. (c) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives unconditionally and irrevocably waives: (A) any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, against any other guarantor guarantor, or against any other person or security, (B) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Seller or Guarantor, (C) any defense based upon the application by Seller of any Purchase Price under the Repurchase Agreement for purposes other than the purposes represented by Seller to Buyer or intended or understood by Buyer or Guarantor, (D) any defense based upon Buyer’s failure to disclose to Guarantor any information concerning Seller’s financial condition or any other circumstances bearing on Seller’s ability to pay all sums payable under the Repurchase Documents, (E) any defense based upon any statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, (F) any defense based upon Buyer’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute, (G) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code and (H) any right of subrogation, any right to enforce any remedy that Guarantor may have against Seller or any other Person liable for the Obligations and any right to participate in, or benefit from, any security for the Repurchase Agreement or Repurchase Documents now or hereafter held by Buyer. (ii) Guarantor further unconditionally and irrevocably waives any and all rights and defenses that Guarantor may have as a result of Seller’s obligations under the Repurchase Documents being backed and/or secured by real property. Among other things, Guarantor agrees: (1) Buyer may collect from Guarantor without first foreclosing on any real or personal property sold by Seller under the Repurchase Agreement and/or in which a security interest has been granted to Buyer pursuant to Article 11 of the Repurchase Agreement (herein “Related Property”), (2) if Buyer forecloses on any Related Property, then (A) the amount of Seller’s debt and Guarantor’s obligation hereunder may be reduced only by the price for which such collateral is sold at any foreclosure sale (whether public or private), even if the collateral is worth more than the sale price, and (B) Buyer may collect from Guarantor pursuant to the terms of this Guarantee even if Buyer, by foreclosing on any Related Property, has destroyed any right Guarantor may have to collect from Seller or its Affiliates. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Obligations are secured by real property. Guarantor further waives any rights it may have under Sections 1301 or 1371 of the Real Property Actions and Proceedings Law of the State of New York. (iii) Guarantor further expressly waives to the fullest extent permitted by law any and all rights and defenses, including any rights of reimbursement, indemnification and contribution, that might otherwise be available to Guarantor under applicable law. (iv) Guarantor agrees that the performance of any act or any payment that tolls any statute of limitations applicable to the Repurchase Agreement or any Repurchase Document shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder. (v) Guarantor agrees that (A) the obligations of Guarantor under this Guarantee are independent of the obligations of Seller or any other Person under the Repurchase Documents, (B) a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guarantee, irrespective of whether an action is brought against Seller or any other Person or whether Seller or any other Person is joined in any such action, and (C) concurrent actions may be brought hereon against Guarantor in the same action, if any, brought against Seller or any other Person or in separate actions, as often as Buyer, in its sole discretion, may deem advisable. (vi) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer or any Affiliate of Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iiivii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer or any Affiliate of Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer Agent upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and BuyerAgent, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerAgent, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against BuyerAgent, (iii) any requirement that Buyer Agent exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (other than by reason of actual payment). When pursuing its rights and remedies hereunder against Guarantor, Buyer Agent may, but shall be under no obligation, to pursue such rights and remedies that Buyer Agent may have against Seller, Parent Seller 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 Buyer Agent to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Agent against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerAgent, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer Agent as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer Agent any claim or defense based upon, an election of remedies by Buyer that Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the each of Seller’s financial condition and the status of Seller and Parent and any guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer Agent for such information and will not rely upon Buyer Agent for any such information. Absent a written request for such information by Guarantor to Agent, Guarantor hereby waives the right, if any, to require Buyer Agent to disclose to Guarantor any information that Buyer Agent may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements agreements, agrees to be bound thereby (including, without limitation, Article 13 of the Repurchase Agreement), and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to BuyerAgent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to BuyerAgent, now or at any time and from time to time in the future. (iv) Guarantor is not and has never been the subject of an Insolvency Proceeding. Guarantor is Solvent and this Guarantee does not and will not render Guarantor not Solvent. Guarantor is not entering into this Guarantee with the intent to hinder, delay or defraud any creditor of Guarantor. Guarantor has received or will receive reasonably equivalent value for this Guarantee. Guarantor has or will have adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. Guarantor is generally able to pay, and as of the date hereof is paying, its debts as they come due.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and any and all notice of or proof of reliance by Buyer Sybron upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, . The Obligations shall conclusively be deemed to have been created, contracted contracted, incurred, renewed, extended, amended or incurred waived in reliance upon this Guarantee; and all . All dealings between Seller, Parent SDS and Guarantorany of the Guarantors, on the one hand, and BuyerSybron, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. . (b) Each Guarantor waives promptness, diligence, presentment, protest, demand for payment satisfaction or performance and notice of default nonsatisfaction or nonpayment nonperformance to or upon Seller, Parent SDS or this Guarantee any of the Guarantors with respect to the Obligations. This . (c) Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to satisfy and perform the Obligations without regard to to: (i) the validity, regularity or enforceability of any Governing Agreement, the Assignment or any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, Obligations; (ii) any defense, set-off or counterclaim (other than a defense of payment satisfaction or performance) that which may at any time be available to or be asserted by Seller SDS against Sybron; or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of SDS or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for SDS from the Obligations Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. . (d) When pursuing its rights and remedies hereunder against any Guarantor, Buyer Sybron may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent or any other Person or against any collateral security or guarantee SDS for the Obligations or any right of offset with respect theretoObligations, and any failure by Buyer Sybron to pursue such other rights or remedies or to collect any payments from Seller, Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetSDS, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, SDS shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Sybron against such Guarantor. . (e) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyer, Sybron and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment or performed in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent Seller 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 Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer Beneficiary as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that Beneficiary which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, Seller against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer Beneficiary or any Beneficiary for any such information. Absent a written request for such information by Guarantor to Beneficiary, Guarantor hereby waives the right, if any, to require Buyer Beneficiary to disclose to Guarantor any information that Buyer which Beneficiary may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to BuyerBeneficiary, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer or any Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of 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 Buyer the Purchasers upon this Guarantee or acceptance of this Guarantee; the Obligations, and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between Seller, Parent Amicus UK or Amicus UK Holding and Guarantor, on the one hand, and Buyerthe Purchasers, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon SellerAmicus UK, Parent Amicus UK Holding, any of their successors or this Guarantee permitted assigns, or Guarantor with respect to the Obligations. This Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Note and Warrant Purchase Agreement, any Governing Agreementother 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 Buyerthe Purchasers, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against BuyerAmicus UK, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Amicus UK Holding or any other Person prior to of their successors or contemporaneously with proceeding to exercise any right permitted assigns against Guarantor under this Guarantee the Purchasers or (ivc) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent and Guarantorother than payment in full) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Amicus UK, Amicus UK Holding or any of their successors and permitted assigns for the Obligations Obligations, or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Purchasers, and its permitted successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during full and the term of the Governing Agreements, Seller or Parent may Notes shall be free from any Obligationsterminated. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between SellerSellers, Parent Parents and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller, any Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any Seller or any Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against any Seller, any Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, any Seller, any Parent and or Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or any Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against any Seller, any Parent 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 Buyer to pursue such other rights or remedies or to collect any payments from any Seller, any Parent 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 any Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller Sellers or Parent Parents may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Seller, any Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against any Seller, any Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of each Seller and each Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of each Seller and each Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by any Seller or any Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.in

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, other rights and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that set forth in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstancesRepurchase Documents. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Lessor and such Guarantor, on the one hand, and Buyerthe Indenture Trustee, Collateral Agent and the Securityholders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Lessor or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment (and not merely a guaranty of collection) without regard to (ia) the validity, regularity or enforceability of the Indenture or any Governing other Operative Agreement, 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 Buyerthe Beneficiaries, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Lessor, the Lessee or Parent such Guarantor against Buyerthe Beneficiaries, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Lessor, Seller, Parent and the Lessee or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Lessor or the Lessee for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Beneficiaries may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Sellerthe Lessor, Parent the Lessee 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 Buyer the Beneficiaries to pursue such other rights or remedies or to collect any payments from Sellerthe Lessor, Parent the Lessee or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerthe Lessor, Parent the Lessee or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Beneficiaries against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyer, the Beneficiaries and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller Indenture the Lessor or Parent the Lessee may be free from any Guaranteed Obligations. . Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Beneficiaries on the other hand, (bx) Without limiting the generality maturity of the foregoingGuaranteed Obligations may be accelerated as provided in the Indenture and the other Operative Agreements for the purposes of its guarantee herein, Guarantor hereby agreesnotwithstanding any stay, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim injunction or defense based upon, an election of remedies by Buyer that other prohibition preventing such acceleration in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed respect of the financial condition Guaranteed Obligations and (y) in the event of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstancesGuarantors for the purposes of this Guarantee. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) The Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and the Seller or the Guarantor, on the one hand, and the Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreementagreement, any of the Obligations 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 Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Seller or Parent against the Buyer, (iii) any requirement that the Buyer exhaust any right to take any action against Seller, Parent the Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Seller or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for the Obligations or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that the Buyer may have against Seller, Parent the Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of the Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Agreements the Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, the Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows: (i) The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the Guarantor’s subrogation rights, rights to proceed against the Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against Seller, Parent, the Seller against any other guarantor guarantor, or against any other person or security. (ii) The Guarantor is presently informed of the financial condition of the Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the Seller’s financial condition condition, the status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, the Guarantor hereby waives the right, if any, to require the Buyer to disclose to Guarantor any information that which the Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) The Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to the Buyer, the Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by the Seller or Parent any other guarantor to the Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Sellers or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent a Seller 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 Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent a 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 Seller, Parent any such Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Xxxxx of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents. (ba) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer Beneficiary as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that Beneficiary which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any Seller against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent Sellers and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of Sellers’ financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer Beneficiary or any Beneficiary for any such information. Absent a written request for such information by Guarantor to Beneficiary, Guarantor hereby waives the right, if any, to require Buyer Beneficiary to disclose to Guarantor any information that Buyer which Beneficiary may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to BuyerBeneficiary, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by any Seller or Parent any other guarantor to Buyer or any Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the each of Seller’s financial condition and the status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor Anadarko waives any and all notice of the creation, renewal, extension or accrual of any of the WGRAH Obligations and notice of or proof of reliance by Buyer Trinity upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle 2. Guarantor Anadarko waives promptness, diligence, presentment, protest, demand for payment (except as expressly set forth in this Section 2.04), notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon Seller, Parent WGRAH or this Guarantee Anadarko with respect to the WGRAH Obligations. This Guarantee shall Anadarko further waives any requirement that suit be brought against WGRAH, or any other action by Trinity be taken against WGRAH or any other Person, or that any other action to be taken or not taken as a condition to Anadarko’s liability for the WGRAH Obligations under this Sponsor Payment Guaranty or as a condition to the enforcement of this Sponsor Payment Guaranty against Anadarko. Anadarko understands and agrees that the guarantee contained in this Article 2 shall, without limiting Section 2.09(c), be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability or perfection of the WGRAH Loan Agreement or any Governing other WGRAH Loan Document or Transaction Agreement, any of the WGRAH 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 BuyerTrinity, (iib) any defensedefense (including any defense arising from the bankruptcy or insolvency of WGRAH or Anadarko), set-off or counterclaim whatsoever (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent WGRAH or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Trinity, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof WGRAH or Anadarko), Sellerother than payment or performance, Parent and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent WGRAH or Anadarko for any of its respective portion of the WGRAH Obligations or of Guarantor Anadarko under the guarantee contained in this GuaranteeArticle 2, in bankruptcy or in any other instance. When Without limiting Section 2.09(c), Anadarko shall pay the WGRAH Obligations when due upon written demand therefor specifying the WGRAH Obligation due and amount thereof; provided, that when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against GuarantorAnadarko, Buyer Trinity may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent WGRAH or any other Person or against any collateral security or guarantee for the WGRAH Obligations or any right of offset with respect thereto, and any failure by Buyer Trinity to make any such similar demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent WGRAH 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 Seller, Parent WGRAH or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor Anadarko 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 Buyer Trinity against GuarantorAnadarko. This Guarantee For the purposes hereof “demand” shall remain include the commencement and continuance of any legal proceedings. It shall not be necessary for Trinity, in full force and effect and be binding in accordance with and order to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor enforce payment by Anadarko under this Guarantee shall have been satisfied by payment in fullSponsor Payment Guaranty, notwithstanding that from time to time during the term of the Governing Agreements, Seller institute or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert exhaust its remedies against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, ParentWGRAH, any other guarantor guarantor, or any other person liable for the payment or security. (ii) Guarantor is presently informed performance of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the WGRAH Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Lender Guarantor waives any and all notice of the creation, renewal, extension or accrual of any the performance of the Obligations Lender's obligations hereunder and notice of or proof of reliance by Buyer the Borrower upon this the Guarantee or acceptance of this the Guarantee; the Obligations, and any . The obligation of them, Lender to perform hereunder shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, as applicable, in reliance upon this the Guarantee; , and all dealings between Seller, Parent the Lender and the Lender Guarantor, on the one hand, and Buyerthe Borrower, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this the Guarantee. The Lender Guarantor waives promptnessall rights and remedies accorded by applicable laws to sureties and guarantors and agrees not to assert or take advantage of any such rights or remedies, including diligence, presentment, protest, demand for payment performance and notice of default or nonpayment to or upon Seller, Parent or this Guarantee the Lender with respect to the Obligationsperformance obligations guaranteed hereunder. This The Lender Guarantor understands and agrees that the Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard performance by the Lender of its obligation to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor make Loans under this Guarantee or (iv) any other circumstance whatsoever (Agreement in accordance with or without notice to, or knowledge of, Seller, Parent the terms and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instanceconditions hereof. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Lender Guarantor, Buyer the Borrower may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent the Lender or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect theretoPerson, and any failure by Buyer the Borrower to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent the Lender 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 Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Lender Guarantee 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 Buyer the Borrower against the Lender Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futurelegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Pledgor and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Pledgor or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent Pledgor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Pledgor or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent Pledgor and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Pledgor for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Pledgor 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Pledgor 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 Seller, Parent Pledgor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Pledgor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s 's subrogation rights, rights to proceed against Seller, Parent Pledgor or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, ParentPledgor, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent Pledgor and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent Pledgor and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent Pledgor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Sellers or either Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Sellers or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreementagreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against either Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Sellers or either Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Sellers for the Obligations or of either Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against either Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Sellers 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Transaction Documents Sellers may be free from any Obligations. (b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against SellerSellers, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of such Guarantor to proceed against Seller, Parent, Sellers against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent Sellers and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller Sellers or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Guaranteed Obligations, and notice of or proof of reliance by Buyer the Agents or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Guaranteed Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Agents and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Senior Subordinated Loan Agreement or any Governing Agreementother 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 Buyerthe Agents or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Agents or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agents and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower 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 Buyer the Agents or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agents and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Agents and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Pledgor and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Pledgor or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent Pledgor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Pledgor or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent Pledgor and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Pledgor for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Pledgor 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Pledgor 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 Seller, Parent Pledgor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Pledgor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Pledgor or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, ParentPledgor, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent Pledgor and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent Pledgor and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent, the Issuing Lender or any L/C Participant upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe respective Subsidiary Guarantor or the Guarantor and the Administrative Agent, Parent and Guarantor, on the one hand, and Buyer, on the other hand, Issuing Lender or any L/C Participant shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the respective Subsidiary Guarantor or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any L/C Participant, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the respective Subsidiary Guarantor against Buyerthe Administrative Agent, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Issuing Lender or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee L/C Participant, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the respective Subsidiary Guarantor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the respective Subsidiary Guarantor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent, the Issuing Lender and any L/C Participant may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the respective 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 Buyer the Administrative Agent, the Issuing Lender or any L/C Participant to pursue such other rights or remedies or to collect any payments from Seller, Parent the respective 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 Seller, Parent the respective Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not 119 relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender or any L/C Participant against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the L/C Participants, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitment shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the respective Subsidiary Guarantor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Agent or any Beneficiary upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Beneficiaries, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the ObligationsGuaranteed Obligations except for notices specifically required by the Operative Agreements. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, 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 Buyerthe Agent or any Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Beneficiary, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agent and any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower 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 Buyer the Agent or any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agent and the Beneficiaries against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Agent and the Beneficiaries, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments and Investor Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing AgreementsCredit Agreement, Seller or Parent Lease and other Operative Agreements the Borrower may be free from any Guaranteed Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Investors, Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, 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 Buyerthe Investors, Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyerthe Investors, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Investors, the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower 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 Buyer the Investors, Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Investors, the Agent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Investors, the Lessor, the Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Guaranteed Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s 's subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the each of Seller's financial condition and the status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens Liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee Each of payment when due and not of collection. Guarantor the Parent Guarantors 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 Buyer the Agents, the Syndication Agents, the Issuing Bank or any Lender upon the Guarantee contained in this Guarantee Article IX or acceptance of the Guarantee contained in this GuaranteeArticle IX; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Guarantee; Article IX, and all dealings between Seller, each of the Parent and GuarantorGuarantors, on the one hand, and Buyerthe Agents, the Syndication Agents, the Issuing Bank and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this GuaranteeArticle IX. The Agents, Syndication Agents, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against either Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against each of the Parent Guarantors hereunder. Except as expressly provided in the preceding sentence, each of the Parent Guarantors waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, such Parent Guarantor or this Guarantee the Borrower with respect to the Obligations. This The Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee Guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, the Syndication Agents, the Issuing Bank or any Lender, (iib) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller either Parent Guarantor or Parent the Borrower against Buyerthe Agents, (iii) any requirement that Buyer exhaust any right to take any action against Sellerthe Syndication Agents, Parent the Issuing Bank or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, of either Parent and GuarantorGuarantor or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations any Obligations, or of either Parent Guarantor under the Guarantee contained in this GuaranteeArticle IX, in bankruptcy or in any other instance. When any Agent, the Syndication Agents, the Issuing Bank or any Lender is pursuing its rights and remedies hereunder under this Article IX against Guarantorthe Parent Guarantors, Buyer such Agent, the Syndication Agents, the Issuing Bank or such Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee Guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, the Syndication Agents, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee Guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or of any such collateral security, guarantee Guarantee or right of offset, shall not relieve Guarantor the Parent Guarantors of any liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofAgents, and shall inure to the benefit of BuyerSyndication Agents, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Issuing Bank and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during Lenders against the term of the Governing Agreements, Seller or Parent may be free from any ObligationsGuarantors. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Additional Borrower Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Additional Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Additional Borrower and the Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee the Additional Borrower with respect to the Additional Borrower Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of the Credit Agreement or any Governing Agreementother Loan Document, any of the Additional 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 Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Additional Borrower or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Additional Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Additional Borrower for the Obligations Additional Borrower Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Additional Borrower, Parent the Guarantor or any other Person or against any collateral security or guarantee for the Additional Borrower Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerthe Additional Borrower, Parent the 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 Sellerthe Additional Borrower, Parent the Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve 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 Buyer the Administrative Agent or any Lender against the Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futurelegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations Guaranteed Amounts and notice of or proof of reliance by Buyer any Guaranteed Party upon this Guarantee or acceptance of this Guarantee; , of the ObligationsGuaranteed Amounts, and of any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and the Guarantor, on the one hand, and Buyerthe Guaranteed Parties, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee the Guarantor with respect to the ObligationsGuaranteed Amounts except to the extent otherwise required under the Credit Agreement for such Guaranteed Amounts to become due and payable by the Borrower. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations Guaranteed Amounts 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 Buyerany Guaranteed Party, (iib) any defense, set-set off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyerany Guaranteed Party, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Borrower or the Guarantor), Sellerother than payment in full of the Guaranteed Amounts, Parent and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Amounts, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Guaranteed Parties may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations Guaranteed Amounts or any right of offset with respect thereto, and any failure by Buyer any Guaranteed Party to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee for the Guaranteed Amounts or to exercise any such right of offset, offset with respect thereto or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Guaranteed Parties against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of Buyerthe Guaranteed Parties, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations Guaranteed Amounts and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations. (b) Without limiting the generality Guaranteed Amounts. The obligations of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim under this Guarantee shall survive the resignation or defense based upon, an election removal of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent the Agent or any other guarantor for reimbursement or contribution, and/or any other rights Lender and the termination of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon and/or the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futureCredit Agreement.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between any Seller, any Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller, any Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any Seller or any Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against any Seller, any Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, any Seller, any Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or any Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against any Seller, any Parent 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 Buyer to pursue such other rights or remedies or to collect any payments from any Seller, any Parent 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 any Seller, any Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, a Seller or a Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against SellerSellers, Parent Parents or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against SellerSellers, ParentParents, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller Sellers and Parent Parents and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller Sellers and Parent Parents and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller Sellers or Parent Parents to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent any Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent any Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent any Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent any 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 Seller, Parent any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents a Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against any Seller, Parent, against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent each of the Sellers and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of the Seller’s financial condition and the status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by any Seller or Parent any other guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor The Parent ------------------------------------ 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 Buyer the Administrative Agent or any Lender upon this Parent Guarantee or acceptance of this Parent Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Parent Guarantee; and all dealings between Seller, Parent and Guarantorthe Borrower or the Parent, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Parent Guarantee. Guarantor The Parent waives promptness, diligence, presentment, protest, notice of intent to accelerate, notice of acceleration, demand for payment and notice of default or nonpayment to or upon Seller, the Borrower or the Parent or this Guarantee with respect to the Obligations. This Parent Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement, any Governing AgreementNote, any other Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off offset or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof the Borrower or the Parent) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations of the Borrower, or of Guarantor the Parent under this Parent Guarantee, in bankruptcy or in any other instance. When the Administrative Agent is pursuing its rights and remedies hereunder against Guarantorthe Parent, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the 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 Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, offset or any release of Seller, Parent the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Parent of any liability hereunderunder this Parent Guarantee, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Administrative Agent and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during Lenders against the term of the Governing Agreements, Seller or Parent may be free from any ObligationsParent. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent, the Issuing Lender or any L/C Participant upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe respective Subsidiary Guarantor or the Guarantor and the Administrative Agent, Parent and Guarantor, on the one hand, and Buyer, on the other hand, Issuing Lender or any L/C Participant shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the respective Subsidiary Guarantor or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any L/C Participant, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the respective Subsidiary Guarantor against Buyerthe Administrative Agent, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Issuing Lender or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee L/C Participant, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the respective Subsidiary Guarantor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the respective Subsidiary Guarantor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent, the Issuing Lender and any L/C Participant may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the respective 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 Buyer the Administrative Agent, the Issuing Lender or any L/C Participant to pursue such other rights or remedies or to collect any payments from Seller, Parent the respective 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 Seller, Parent the respective Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender or any L/C Participant against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the L/C Participants, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the respective Subsidiary Guarantor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. To the fullest 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 Buyer the Lender upon this Guarantee or acceptance of the guarantee contained in this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; and all dealings between Seller, Parent the Borrower and the Guarantor, on the one hand, and Buyerthe Lender, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. To the fullest extent permitted by applicable law, the Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee the Guarantor with respect to the Obligations. This Guarantee The Guarantor understands and agrees that the guarantee contained in this Guarantee, to the fullest extent permitted by applicable laws, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing the 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 Buyerthe Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Borrower or any other Person prior to or contemporaneously with proceeding to exercise any right person against Guarantor under this Guarantee the Lender or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under the guarantee contained in this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent the Guarantor or any other Person person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent the Guarantor or any such 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 Seller, Parent the Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve 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 Buyer the Lender against the Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.legal proceedings

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Administrative Agent or any Bank upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred and extended, amended and waived in reliance upon this Guarantee; and all dealings between Seller, Parent and the Borrowers or the Guarantor, on the one hand, and Buyerthe Administrative Agent and the Banks, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent either Borrower or this Guarantee the Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard (a) to (i) the validity, regularity or enforceability of the Credit Agreement, any Governing AgreementNote, any other Credit Document, any of the Obligations obligations or any collateral security therefor document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Bank, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent either Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Bank, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of either Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent either Borrower for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand or pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent or any Bank may, but shall be under no obligationobligation to, to make a similar demand upon or pursue such rights and remedies that Buyer as it may have against Seller, Parent either 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 Buyer the Administrative Agent or any Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from Seller, Parent either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent either Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantorthe Administrative Agent and the Banks. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.Guarantee

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between SellerSellers, Parent Parents and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent a Seller or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by a Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against a Seller, a Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, of a Seller, a Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against a Seller, a Parent 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 Buyer to pursue such other rights or remedies or to collect any payments from such Seller, such Parent 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 such Seller, such Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and (subject to the obligations of Guarantor under this Guarantee limitations in Section 2(b)) shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, a Seller or a Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent a Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against a Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of each Seller and each Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of each Seller and each Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller either Seller, either Parent or Parent Guarantor to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, Seller against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer or any Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer or any Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Xxxxx of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, Seller against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer or any Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer or any Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer Administrative Agent, on behalf of Buyers, upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and BuyerAdministrative Agent, on behalf of Buyers, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Administrative Agent or any Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller against Administrative Agent or Parent against any Buyer, (iii) any requirement that Buyer Administrative Agent, on behalf of Buyers, exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Administrative Agent and Buyers may, but shall be under no obligation, to pursue such rights and remedies that Buyer Administrative Agent or such Buyers may have against Seller, Parent Seller 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 Administrative Agent or any Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Administrative Agent and Buyers against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerAdministrative Agent, Buyers and its their respective permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor Gxxxxxxxx hereby agrees, acknowledges, and represents and warrants to Buyer Administrative Agent, on behalf of Bxxxxx, as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer Administrative Agent and Bxxxxx, any claim or defense based upon, an election of remedies by Buyer that Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and Seller, the status of other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer Administrative Agent for such information and will not rely upon Buyer Administrative Agent for any such information. Absent a written request for such information by Guarantor to Administrative Agent, Guarantor hereby waives the right, if any, to require Buyer Administrative Agent to disclose to Guarantor any information that Buyer which Administrative Agent may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to BuyerAdministrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to BuyerAdministrative Agent, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. Other than any and all defenses available to be raised by BofA Strategic under the Interest Purchase Agreement in respect of the Guaranteed Obligations (excluding those referenced in (a) through (c) below), Guarantor hereby waives and agrees not to assert any defense, setoff, counterclaim or any other circumstance that otherwise might constitute a legal or equitable discharge of BofA Strategic whether arising in connection with or in respect of any of the following or otherwise, hereby agrees that, subject to the terms and conditions of this Guarantee, its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuingare irrevocable, absolute and unconditional guarantee and shall not be discharged other than by complete performance and further agrees that, other than any and all defenses available to be raised by BofA Strategic under the Interest Purchase Agreement in respect of payment without regard the Guaranteed Obligations (excluding those referenced in (a) through (c) below), the Guaranteed Obligations shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guarantee, in each case except as otherwise agreed in writing by Buyer): (a) the invalidity or unenforceability of any obligation of BofA Strategic under the Interest Purchase Agreement or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any part thereof; (b) the absence of (i) the validity, regularity or enforceability of any Governing Agreement, attempt to collect any of the Obligations Guaranteed Obligation or any collateral security therefor part thereof from BofA Strategic or guarantee other action to enforce the same, or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off action to enforce the Interest Purchase Agreement; or counterclaim EXHIBIT B - INTEREST PURCHASE AGREEMENT (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iiic) any requirement that Buyer exhaust any right to take any action against Sellerworkout, Parent insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent or any other Person dissolution by or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetBofA Strategic, or any release of Sellerprocedure, Parent agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any such other Person interest thereon) in or as a result of any such collateral securityproceeding, guarantee including the case where any payment or right of offset, shall not relieve Guarantor performance of any liability hereunder, and shall not impair Guaranteed Obligation by BofA Strategic is recovered from or affect the rights and remedies, whether express, implied paid over by or available on behalf of BofA Strategic by reason of a fraudulent transfer by BofA Strategic or as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that preference in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or securitybankruptcy. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent Seller 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 Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer Beneficiary as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that Beneficiary which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, Seller against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer Beneficiary or any Beneficiary for any such information. Absent a written request for such information by Guarantor to Beneficiary, Guarantor hereby waives the right, if any, to require Buyer Beneficiary to disclose to Guarantor any information that Buyer which Beneficiary may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to BuyerBeneficiary, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer or any Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. To the fullest extent permitted by applicable Laws, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations obligations of Medicure herein and notice of or proof of reliance by Buyer Birmingham upon the guarantee contained in this Guarantee Article 8 or acceptance of the guarantee contained in this Guarantee; the Obligations, and any of them, Article 8. The Medicure Obligations shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; and all Article 8. All dealings between Seller, Parent Medicure and Guarantorany of Guarantors, on the one hand, and BuyerBirmingham, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 8. To the fullest extent permitted by applicable Laws, each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Medicure or this Guarantee any of Guarantors with respect to the Medicure Obligations. This Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article 8 shall be construed construed, to the fullest extent permitted by applicable Laws, as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity validity or enforceability of any Governing of this Agreement, any of the Medicure Obligations herein or any collateral security therefor or other guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBirmingham, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Medicure or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Birmingham, or (iviii) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Medicure or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Medicure for the Medicure Obligations or of such Guarantor under the guarantee contained in this GuaranteeArticle 8, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Buyer Birmingham may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against SellerMedicure, Parent any other Guarantor or any other Person or against any collateral security or guarantee for the Medicure Obligations or any right of offset with respect thereto, and any failure by Buyer Birmingham to make any such demand, to pursue such other rights or remedies or to collect any payments from SellerMedicure, Parent 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 SellerMedicure, Parent any other Guarantor 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 Buyer Birmingham against any Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the futureProceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer UBS upon this Guarantee or acceptance of this Guarantee; the Obligations, and any creation, renewal extension or accrual of themany of the Obligations, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Seller and the Guarantor, on the one hand, and BuyerUBS and the Seller, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment up to the Maximum Amount and not of collection without regard to (ia) the validity, regularity or enforceability of the Repurchase Agreement, the Custodial Agreement, or any Governing Agreementother 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 BuyerUBS, (iib) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance in full) that which may at any time be available to or be asserted by the Seller or Parent against BuyerUBS, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (other than a defense of payment or performance in full) (with or without notice to, to or knowledge of, Seller, Parent and of the Seller or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for from the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer UBS may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the 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 Buyer UBS to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, offset shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer UBS against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of BuyerUBS, and its permitted respective successors, endorseesindorsees, 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 fullfull and the Repurchase Documents shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Repurchase Documents the Guarantor may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and each Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, with respect to the Guaranteed Obligations, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, 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 Buyerthe Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent any Guarantor against Buyerthe Agent or any Lender, (iiic) any requirement that Buyer exhaust non-recourse provision contained in any right to take any action against SellerOperative Agreement, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The 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 Buyer the Indenture Trustee or any Noteholder upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and the Guarantor, on the one hand, and Buyerthe Indenture Trustee and the Noteholders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee the Guarantor with respect to the Guaranteed Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and primary obligation and surety of payment and performance without regard to (ia) the validity, regularity or enforceability of the Notes, the Indenture, the Note Purchase Agreements or any Governing other Operative Agreement, 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 Buyerthe Indenture Trustee or any Noteholder, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent the Guarantor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Indenture Trustee or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Noteholder, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations Borrower from the Guaranteed Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Indenture Trustee and any Noteholder may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower 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 Buyer the Indenture Trustee or any Noteholder to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Indenture Trustee and the Noteholders against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Indenture Trustee, the Noteholders and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Indenture and the Note Purchase Agreements the Borrower may be free from any Guaranteed Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Section 10(b) of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Transaction Documents. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, Seller against any other guarantor guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of Seller’s financial condition, the financial condition status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer or any Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that which Buyer may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed the Governing Agreements Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent any other guarantor to Buyer or any Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer the Investor, Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, 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 Buyerthe Investor, Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyerthe Investor, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the 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 Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent 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 Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations guaranteed by such Guarantor, and notice of or proof of reliance by Buyer the Trustee or any Holder upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on Issuers or any of the other handGuarantors and the Trustee, the Collateral Agent or any Holder shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Issuers or this Guarantee any of the other Guarantors with respect to the ObligationsObligations guaranteed by such Guarantor. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Indenture, the Notes, any Governing Agreementother Indenture 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 Buyerthe Trustee or the Collateral Agent, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyerthe Issuers, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent of the other Guarantors or any other Person prior to against the Trustee or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Holder, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Issuers or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Issuers for the Obligations Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Trustee, the Collateral Agent and/or any Holder may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Issuers 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 Buyer the Trustee, the Collateral Agent or any Holder to pursue such other rights or remedies or to collect any payments from Seller, Parent the Issuers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Issuers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Trustee, the Collateral Agent or any Holder against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Trustee and the Holders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during full or the term release of the Governing Agreements, Seller or Parent may be free from any ObligationsGuarantor in accordance with Section 7. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor or any other person or security. (ii) Guarantor is presently informed of the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. 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 Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Beneficiaries, and its permitted their respective successors, endorsees, transferees and assigns, until all of the Obligations and the obligations Obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations. (b) Without without limiting the generality of the foregoingthis Guarantee, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: if any Beneficiary (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, Parent, any other guarantor assignee thereof) shall be prevented by applicable law from exercising its remedies (or any other person or security. (iiof them) Guarantor is presently informed of against the financial condition of Seller and Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Parent and of all other circumstances that bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances. (iii) Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or Parent to Buyer, now or at any time and from time to time in the future.Transferee

Guarantee Absolute and Unconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives 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 Buyer the Agent or the Buyers upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or either Guarantor, on the one hand, and the Agent or any Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Sellers or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations 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 Agent or any Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any Seller against the Agent or Parent against any Buyer, (iii) any requirement that the Agent or any Buyer exhaust any right to take any action against Seller, Parent any Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor Guarantors under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof the Sellers or the Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Sellers for the Obligations or of Guarantor the Guarantors under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Agent may, but shall be under no obligation, to pursue such rights and remedies that Buyer the Agent or the Buyers may have against Seller, Parent the Sellers 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 Buyer the Agent to pursue such other rights or remedies or to collect any payments from Seller, Parent the Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyerthe Agent and the Buyers, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents any Seller or Parent may be free from any Obligations. (ba) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer the Agent and the Buyers as follows: (i) Each Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Agent or any Buyer any claim or defense based upon, an election of remedies by the Agent or any Buyer that which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against Sellerthe Sellers, Parent or any other guarantor for reimbursement or contribution, and/or any other rights of such Guarantor to proceed against Seller, Parent, the Sellers against any other guarantor guarantor, or against any other person or security. (ii) Each Guarantor is presently informed of the financial condition of Seller and Parent the Sellers and of all other circumstances that which diligent inquiry would reveal and that which bear upon the risk of nonpayment of the Obligations. Each Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about each of the Seller’s financial condition condition, the status of Seller and Parent and other guarantors, if any, of all other circumstances that which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer the Agent and the Buyers for such information and will not rely upon the Agent or any Buyer for any such information. Absent a written request for such information by either Guarantor to the Agent, each Guarantor hereby waives the right, if any, to require Buyer the Agent to disclose to the Guarantor any information that Buyer which the Agent may now or hereafter acquire concerning such condition or circumstancescircumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Each Guarantor has independently reviewed the Governing Agreements Repurchase Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyerthe Agent, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller the Sellers or Parent any other guarantor to the Agent or any Buyer, now or at any time and from time to time in the future.