Common use of Guarantee Absolute Clause in Contracts

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee’s or the Holders’ acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, if any, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any such collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company’s or any Guarantor’s business or any part thereof; (m) subject to Section 1314, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Corporation, Company or any Guarantor; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 1314, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fp) any other act circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or omission to act or delay of any kind by the Corporationdischarge of, the Trustee, any Holder Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (iq) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee's or the Holders' acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company's or any Guarantor's business or any part thereof; (m) subject to Section 1314, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the CorporationCompany or any Guarantor or any change in the corporate relationship between the Company and any Guarantor, or any termination of such relationship; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor (whether voluntary or involuntary) or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 1314, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (ep) any invalidityfailure, illegality, irregularity omission or unenforceability for any reason delay on the part of the Indenture Company to conform or comply with any Debenture or in any part thereof as regards the Corporation, or any provision term of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the this Indenture; (fq) any other act limitation on the liability or omission to act or delay obligations of any kind by the Corporation, the Trustee, any Holder Company or any other Person under this Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Indenture; (r) any other circumstance whatsoever which might, but for the provisions (including any statute of this paragraph, limitations) that might otherwise constitute a legal defense available to, or equitable discharge or defense of of, the Guarantor’s obligations hereunder; (g) any contest by the Corporation Company or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the IndentureGuarantor; or (is) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The liability of each Guarantor agrees that the guarantee contained in under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: irrespective of: (a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, the CorporationCredit Agreement or the Obligations, or any insolvency, bankruptcy, reorganization other amendment or other similar proceeding affecting the Corporation or its assets waiver of or any resulting consent to departure from any of the terms of the Credit Agreement or the Obligations, including any increase or decrease in the rate of interest thereon; (b) any release or discharge amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-perfection of any obligation collateral, for the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Corporation contained in Credit Agreement or the Indenture or any Debenture; Obligations; (d) without being limited by the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteeforegoing, any Holder lack of validity or any other Person, whether in connection herewith enforceability of the Credit Agreement or any unrelated transactions; the Obligations; (e) any invalidityother setoff, illegality, irregularity defense or unenforceability for any reason of the Indenture or any Debenture or counterclaim whatsoever (in any part thereof as regards the Corporationcase, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principalwhether based on contract, premium, if any, interest or redemption price, if any, on any Debenture tort or any other amount payable by theory) with respect to the Corporation under Credit Agreement or the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever transactions contemplated thereby which might, but for the provisions of this paragraph, might constitute a legal or equitable defense available to, or discharge of, the Borrower or defense other Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other prohibition or event, in which case each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of the Guarantor’s obligations hereunder; (g) maximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any contest by excess amounts. If any such rebate or refund is ever required, all other Guarantors shall be fully liable for the Corporation or any Person as repayment thereof to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the samemaximum extent allowed by applicable law.

Guarantee Absolute. The Guarantor agrees Company guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Agreement and the applicable Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company under this Article VII are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Article VII, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Article VII shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting and the generality Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture this Agreement or any DebentureNote, by operation of law or otherwiseany other agreement or instrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under this Agreement or any Note, or any other amendment or waiver of or supplement any consent to the Indenture departure from this Agreement or any DebentureNote (including, without limitation, any increase in the Guaranteed Obligations resulting from extensions of additional credit to any other Borrower or otherwise); (c) any change in the corporate existencetaking, structure exchange, release or ownership nonperfection of the Corporation, any collateral or any insolvencytaking, bankruptcyrelease or amendment or waiver of or consent to departure from any other guarantee, reorganization or other similar proceeding affecting the Corporation or its assets for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hd) any change, restructuring or termination of the failure to enforce the provisions structure or existence of any Debenture other Borrower or any of its Subsidiaries; (e) any failure of the IndentureAdministrative Agent or any Lender to disclose to the Company any information relating to the financial condition, operations, properties or prospects of any other Borrower now or hereafter known by the Administrative Agent or such Lender, as the case may be; or (if) any other circumstance (including, without limitation, any statute of limitations to the recovery fullest extent permitted by applicable law or any existence of or reliance on any representation by the Administrative Agent or any Lender) that might otherwise constitute a defense available to, or a discharge of, the Company, any other Borrower or any other guarantor or surety. The guarantee of the Company set forth in this Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any action to enforce of the sameLenders upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.

Guarantee Absolute. The obligations of the Guarantor agrees that the guarantee contained in under Section 1 of this Subordinated Guarantee is Agreement constitute a guarantee present and continuing guaranty of payment and not of collectability and the Guarantor guarantees that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall will be primary, absolute and unconditional and, without limiting paid strictly in accordance with the generality terms of the foregoingNotes and the Note Agreements, shall not be releasedregardless of any law, discharged regulation or otherwise affected by: (a) order now or hereafter in effect in any extension jurisdiction affecting any of such terms or the rights of any Obligee with respect thereto. The obligations of the time or times for the payment Guarantor under this Guarantee Agreement are independent of the Guaranteed Obligations, renewaland a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee Agreement, settlementirrespective of whether any action is brought against the Company or any other Person liable for the Guaranteed Obligations or whether the Company or any other such Person is joined in any such action or actions. The liability of the Guarantor under this Guarantee Agreement shall be primary, compromiseabsolute, waiverirrevocable, indulgence and unconditional irrespective of: A. any lack of validity or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of Guaranteed Obligation, any Note, the Corporation under the Indenture Note Agreements or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) B. any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, all or any of the CorporationGuaranteed Obligations, or any insolvencyother amendment or waiver of or any consent to departure from any Note, bankruptcythe Note Agreements or this Guarantee Agreement; C. any taking, reorganization exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure by the Guarantor or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defensePerson liable, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Personguarantee, whether in connection herewith for all or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) D. any manner of application of collateral, or proceeds thereof, to all or any of the failure to enforce the provisions Guaranteed Obligations, or any manner of sale or other disposition of any Debenture collateral or any other assets of the IndentureCompany or any other Subsidiary; E. any change, restructuring or termination of the corporate structure or existence of the Company or any other Subsidiary; or F. any other circumstance (iincluding without limitation any statute of limitations) that might otherwise constitute a defense, offset or counterclaim available to, or a discharge of, the recovery Company or the Guarantor. This Guarantee Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any Obligee, or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained ------------------ Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Securities and the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Holder with respect thereto. The obligations of the Guarantor under this Subordinated Guarantee is a guarantee are independent of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. The liability of the Guarantor under this Guarantee shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extension lack of validity or enforceability of the time Securities or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law agreement or otherwiseinstrument relating to the Securities or the Indenture or any failure to enforce the provisions thereof; (b) any modification renewal, extension or other change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to the Indenture departure from the Securities or any Debenturethe Indenture; (c) any change in the corporate existencesettlement, structure compromise, release or ownership discharge, or acceptance or refusal of the Corporationany offer of performance with respect to, or any insolvencysubstitution for, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets Guaranteed Obligations or any resulting release or discharge agreement related thereto and/or any subordination of the payment of the same to the payment of any obligation of the Corporation contained in the Indenture or any Debentureother obligations; (d) the existence any taking, exchange, release or non-perfection of any defensemortgage, claimlien, set-off pledge, charge, security interest or other rights which encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law (each a "Lien"), in any real or personal property to secure payment or performance ---- of any or all of the Guarantor may have at any time against the CorporationGuaranteed Obligations (whether now or hereafter granted, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation"Collateral"), or any provision of applicable law taking, release, amendment, waiver of, ---------- or regulation purporting consent to prohibit the payment by the Corporation of the principaldeparture from, premiumany other guarantee, if any, interest or redemption price, if any, on any Debenture for all or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (he) any manner of application of Collateral, or proceeds thereof, to all or any of the failure to enforce the provisions Guaranteed Obligations, or any manner of sale or other disposition of any Debenture Collateral or any other assets of the IndentureCompany or any Subsidiary; (f) any change, restructuring or termination of the corporate structure or existence of the Company or any Subsidiary; or (g) any other circumstance (including, without limitation, any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, the Company or the Guarantor of the Guaranteed Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Holder or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or for any other reason, all as though such payment had not been made. The Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor on the one hand, and the Holders and the Trustee, on the other hand, (i) the recovery maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby and (ii) in the event of any judgment against declarations of acceleration of such obligations as provided in Article Five of the Corporation Indenture, such obligations (whether or any action to enforce not due and payable) shall forthwith become due and payable by the sameGuarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provision, upon effectiveness of an acceleration under Article Five of the Indenture, the Trustee shall promptly make a demand for payment on the Securities under this Guarantee provided for hereunder and not discharged.

Guarantee Absolute. 4.1 The Guarantor agrees that obligations of the guarantee contained Guarantors hereunder are absolute, unconditional and irrevocable and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense. 4.2 The Beneficiaries may at any time and from time to time without the consent of or notice of any kind to the Guarantors, and without regard to any demands or requests by the Guarantors, take any of the following acts, upon or without any terms or conditions and in whole or in part, without thereby incurring any liability to the Guarantors, impairing the Guarantors' obligations under this Subordinated Guarantee is a guarantee Agreement or releasing the Guarantors from this Agreement: (a) change the rate of interest, penalties, manner, place or terms of payment, change or extend the time of payment of the Guaranteed Obligations, or renew, amend, alter or revoke any commitment, condition, covenant, Event of Default or other provision with respect to any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and that the Guarantor’s obligation this Agreement shall apply to pay such Guaranteed Obligations as so changed, extended, renewed, amended or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure the Guaranteed Obligations hereunder shall be primaryor any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof; (c) waive, absolute consent, extend, grant indulgence, compromise, release, discharge or exercise or refrain from exercising any right, remedy, power or privilege under or in respect of the Loan Documents or the Borrower or any other party directly or indirectly liable upon the Guaranteed Obligations; (d) settle or compromise any Guaranteed Obligations, any security therefor, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and unconditional andsubordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of Borrower to creditors of Borrower; (e) apply any sum by whomsoever paid or howsoever realized to such debts, liabilities, obligations, interest, or expenses of collection owing by Borrower or the Guarantor to the Beneficiaries and in such order as the Beneficiaries may elect pursuant to any right of the Beneficiaries, whether guaranteed hereby or not, without limiting the generality regard to any rights of the foregoingGuarantor in respect to the application thereof, and regardless of what Guaranteed Obligations or other liability hereunder or portion thereof remains unpaid; (f) omit to collect or enforce any collateral security or other guarantees held by the Beneficiaries without regard to any demand or request by the Guarantor; or (g) fail or omit to perfect any security interest in any collateral for the payment of the Guaranteed Obligations. 4.3 This Agreement shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by, any of the following circumstances or conditions whatsoever: (a) any extension failure, omission or delay on the part of the time or times for the payment Beneficiaries to comply with any term of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence Loan Documents or release granted any other agreement or instrument applicable to any of the parties to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwiseLoan Documents; (b) any modification bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or amendment of or supplement similar proceeding with respect to the Indenture Borrower or the Guarantors or any Debentureof their respective properties or any action taken by any trustee or receiver or by any court in any such proceeding; and (c) any limitation on the liability or obligations of the Borrower or any other Person under the Loan Documents or any other Person referred to therein, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of the Loan Documents other than by reason of a Discharge of the Guaranteed Obligations. 4.4 Each Guarantor expressly waives any and all right to notice from the Beneficiaries, the Borrower or any other Person of: (a) any notice of any adverse change in the Borrower's financial condition or of any other fact which might increase the Guarantor's risk; (b) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against the Guarantor, including without limitation, any demand, presentment and protest, proof of notice of nonpayment under the Loan Documents and notice of default or any failure on the part of Borrower or any other Person, to perform and comply with any covenant, agreement, term or condition of the Loan Documents; (c) any change notice of any assignment, sale, transfer, participation or other disposition of any right, title or interest in the corporate existence, structure or ownership of Loan Documents by the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureBeneficiaries; (d) any requirement of diligence on the existence part of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder Beneficiaries or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity requirement to exhaust any remedies or unenforceability for to mitigate the damages resulting from any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation Default under the Indenture;Loan Documents; and (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance circumstances whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against the Guarantor’s obligations hereunder;. (g) 4.5 If claim is ever made upon a Beneficiary for repayment or recovery of any contest amount or amounts received by the Corporation Beneficiary in payment or on account of any Person as to the amount of the Guaranteed Obligations; , and such Beneficiary repays all or part of said amount by reason of (ha) the failure to enforce the provisions any judgment, decree or order of any Debenture court or administrative body having jurisdiction over the Beneficiary or any of the Beneficiary's property, or (b) any settlement or compromise of any such claim effected by the Beneficiary with any such claimant (including Borrower), then and in such event the Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantors, and notwithstanding any termination hereof or the Indenture; or (i) the recovery cancellation of any judgment against Guaranteed Obligations, the Corporation Guarantors shall be and remain liable to such Beneficiary hereunder for the amounts so repaid or any action recovered to enforce the samesame extent as if such amount had never originally been received by the Beneficiary.

Guarantee Absolute. The Guarantor agrees that occurrence of any one or more of the guarantee contained following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge or terminate the liability of the Guarantors hereunder, or the rights, remedies, powers and privileges of any of the Secured Parties, under this Subordinated Guarantee is a guarantee Agreement: (i) at any time or from time to time, without notice to the Guarantors, the time, place or manner for any performance of payment and that the Guarantor’s obligation to pay or compliance with any of the Guaranteed Obligations hereunder shall be primaryamended or extended, absolute and unconditional and, without limiting the generality or such performance or compliance shall be waived; (ii) any of the foregoingacts mentioned in any of the provisions of the Credit Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall not be releasedmodified, discharged supplemented or amended in any respect, or any right under the Credit Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise affected by:dealt with; (aiv) any extension lien or security interest granted to, or in favor of, any Secured Parties as security for any of the time Guaranteed Obligations shall be released or times shall fail to be perfected; (v) any application by any of the Secured Parties of the proceeds of any other guaranty of or insurance for any of the Guaranteed Obligations to the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hvi) any settlement, compromise, release, liquidation or enforcement by any of the Secured Parties of any of the Guaranteed Obligations; (vii) the failure to enforce giving by any of the provisions Secured Parties of any Debenture consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of, the Borrower or any other Person, or to any disposition of any Shares by the Borrower or any other Person; (viii) any proceeding by any of the Secured Parties against the Borrower or any other Person or in respect of any collateral for any of the Guaranteed Obligations, or the Indentureexercise by any of the Secured Parties of any of their rights, remedies, powers and privileges under the Loan Documents, regardless of whether any of the Secured Parties shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement; (ix) the entering into any other transaction or business dealings with the Borrower or any other Person; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees that obligations of the guarantee contained in Guarantors under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be Article XII are primary, absolute and unconditional andunconditional, without limiting the generality joint and several, irrespective of the foregoingvalue, shall not be releasedgenuineness, discharged validity, regularity or otherwise affected by: (a) any extension enforceability of the time or times for the payment obligations of the Guaranteed ObligationsLoan Parties under this Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture other Loan Documents or any Debenture, by operation of law other agreement or otherwise; (b) any modification instrument referred to herein or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationtherein, or any insolvencysubstitution, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge exchange of any obligation other guarantee of or security for any of the Corporation contained in Obligations, and, to the Indenture or any Debenture; (d) the existence fullest extent permitted by applicable law, irrespective of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guarantor’s Obligations, it being the intent of this Section 12.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances and shall apply to any and all Obligations now existing or in the future arising. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge, terminate, alter or impair the liability of the Guarantors hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (gii) any contest by of the Corporation acts mentioned in any of the provisions of this Agreement, the other Loan Documents or any Person as other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any application by any member of the Lender Group of the proceeds of any other guaranty of or insurance for any of the Obligations to the amount payment of any of the Guaranteed Obligations; (hv) any settlement, compromise, release, liquidation or enforcement by any member of the Lender Group of any of the Obligations; (vi) the failure to enforce giving by any member of the provisions Lender Group of any Debenture consent to the merger or consolidation of, the Indenturesale of substantial assets by, or other restructuring or termination of the corporate existence of, the Borrower or any other Person, or to any disposition of any Securities by the Borrower or any other Person; (vii) the exercise by any member of the Lender Group of any of their rights, remedies, powers and privileges under the Loan Documents; (viii) the entering into any other transaction or business dealings with the Borrower or any other Person; or (iix) any combination of the recovery of any judgment against the Corporation or any action to enforce the sameforegoing.

Guarantee Absolute. The Guarantor agrees that obligations of the guarantee contained Guaranteeing Subsidiaries hereunder are independent of the obligations of the Company under the Securities and the Indenture and a separate action or actions may be brought and prosecuted against any Guaranteeing Subsidiary whether or not an action or proceeding is brought against the Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guaranteeing Subsidiaries hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guaranteeing Subsidiaries hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (ai) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under the payment Indenture or the Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (ii) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor, any Guaranteeing Subsidiary or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethe Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (iii) the taking of security from the Company, indulgence any Guarantor, any Guaranteeing Subsidiary or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (iv) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guaranteeing Subsidiary hereunder; (v) the abstention from taking security from the Company, any Guarantor, any Guaranteeing Subsidiary or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (vi) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor, any Guaranteeing Subsidiary or any other Person, and including any other guarantees received by the Trustee; (vii) any other dealings with the Company, any Guarantor, any Guaranteeing Subsidiary or any other Person, or with any security; (viii) the Trustee's or the Holders' acceptance of compositions from the Company, any Guarantor or any Guaranteeing Subsidiary; (ix) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor, any Guaranteeing Subsidiary or any other Person on account of any obligation indebtedness and liabilities owing by the Company, any Guarantor or any Guaranteeing Subsidiary to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any collateral; (x) the release or discharge of the Company, any Guarantor or any Debenture, Guaranteeing Subsidiary of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guaranteeing Subsidiary hereunder; (bxi) any modification change in the name, business, capital structure or amendment governing instrument of the Company, any Guarantor or supplement to any Guaranteeing Subsidiary or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cxii) the sale of the Company's, any Guarantor's or any Guaranteeing Subsidiary's business or any part thereof, (xiii) subject to Section 1314 of the Indenture, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor or any Guaranteeing Subsidiary, any Person resulting from the merger or consolidation of the Company, any Guarantor or any Guaranteeing Subsidiary with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the CorporationCompany, any Guarantor or any Guaranteeing Subsidiary or any change in the corporate relationship among the Company, any Guarantor and any Guaranteeing Subsidiary, or any termination of such relationship; (xiv) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in the Indenture Company (whether voluntary or involuntary) or of any Guarantor (whether voluntary or involuntary) or any DebentureGuaranteeing Subsidiary (whether voluntary or involuntary) or the loss of corporate existence; (dxv) subject to Section 1314 of the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the TrusteeIndenture, any Holder arrangement or plan of reorganization affecting the Company, any Guarantor or any other Person, whether in connection herewith or any unrelated transactionsGuaranteeing Subsidiary; (exvi) any invalidityfailure, illegality, irregularity omission or unenforceability for any reason delay on the part of the Indenture Company to conform or comply with any Debenture or in any part thereof as regards the Corporation, or any provision term of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fxvii) any other act limitation on the liability or omission to act or delay obligations of any kind by the Corporation, the Trustee, any Holder Company or any other Person under the Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of the Indenture; (xviii) any other circumstance whatsoever which might, but for the provisions (including any statute of this paragraph, limitations) that might otherwise constitute a legal defense available to, or equitable discharge or defense of of, the Guarantor’s obligations hereunder; (g) Company, any contest by the Corporation Guarantor or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the IndentureGuaranteeing Subsidiary; or (ixix) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors and the Guaranteeing Subsidiaries.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained Obligations shall be timely paid strictly in this Subordinated Guarantee is a guarantee of payment accordance with all applicable written terms and that the provisions thereof. Guarantor’s obligation to pay the Guaranteed Obligations liability hereunder shall be primary, is absolute and unconditional andirrespective of any matter or circumstance whatsoever with respect to the Obligations which might constitute a defense available to, or discharge of, Obligor or a guarantor, including, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected bylimitation: (a) any extension change in the amount, time, manner or place of the time payment of, or times for the payment in any other term of, any Obligation, or any other amendment or waiver of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted any consent to the Corporation by the Holders or the Trustee in respect departure from any terms of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwiseObligation; (b) any modification release, surrender or amendment of or supplement waiver of, or consent to the Indenture departure from, any other guarantee or support document, or any Debentureexchange, release or non-perfection of any security, collateral or other credit support, for any Obligation; (c) any change in the corporate existence, structure lack of validity or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge enforceability of any obligation of the Corporation contained in the Indenture or any DebentureObligation; (d) the existence any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding or rehabilitative action barring or limiting payment of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactionsObligation by Obligor; (e) the absence of any invalidity, illegality, irregularity or unenforceability for action to enforce any reason of the Indenture Obligation or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenturecollateral therefor; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery rendering of any judgment against the Corporation Obligor or any action to enforce the same; (g) any order is made by any competent court or authority for the winding up or dissolution of Obligor or Obligor admits in writing its inability to pay or meet its debts as they may mature or suspends or threatens to suspend payment of its debts or if proceedings are initiated against Obligor under any applicable liquidation, insolvency, composition, reorganization or other similar laws, or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar officer or any such person is appointed in respect of the whole or a substantial part of the assets or undertakings of Obligor or Obligor convenes a meeting of its creditors or makes or proposes to make any arrangements or compositions with or any assignment for the benefit of its creditors or if some event having an equivalent effect occurs; (h) any event or circumstance constituting fraud in the inducement or any other similar event or circumstance; and (i) any lack or limitation of status, capacity or power, or any incapacity or disability, of Obligor, or of any other guarantor or obligor in respect of any Obligation, or any change whatsoever in the objects, capital structure, constitution or business of Obligor.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall of such Guarantor will be primarypaid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Credit Party with respect thereto. The Obligations of each Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional andguarantee of payment when due, without limiting the generality and not of collection, by each Guarantor jointly and severally with each other Guarantor of the foregoingObligations of the Borrower or any other Guarantor. The liability of each Guarantor under this Agreement shall be irrevocable, shall not be releasedabsolute and unconditional irrespective of, discharged and each Guarantor hereby irrevocably waives any defenses it may now have or otherwise affected byhereafter acquire in any way relating to, any or all of the following: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Loan Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in taking, release, subordination or amendment or waiver of, or consent to departure from, any other guarantee, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, any Loan Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Corporation Borrower or any other Loan Party or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureGuaranteed Obligation; (de) the existence of any defense, claim, set-off setoff or other rights right which the any Guarantor may have at any time against the Corporationany Loan Party, the TrusteeAdministrative Agent, any Holder Lender or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenturetransaction; (f) any other act provision of applicable Law purporting to prohibit the payment or omission to act or delay performance by any Loan Party of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderObligations of such Loan Party; (g) any contest by the Corporation or failure of any Person as Credit Party to disclose to any Loan Party any information relating to the amount business, financial condition, operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Credit Party (each Guarantor waiving any duty on the part of the Guaranteed ObligationsCredit Parties to disclose such information); (h) the failure to enforce the provisions of any Debenture other Person to execute or deliver this Agreement or any other guarantee or agreement or the Indenturerelease or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (i) the recovery any other circumstance (including, without limitation, any statute of any judgment against the Corporation limitations) or any action to enforce the sameexistence of or reliance on any representation by any Credit Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

Guarantee Absolute. The (a) Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall will be primary, absolute and unconditional and, without limiting paid strictly in accordance with the generality terms of the foregoingFinancing Documents, shall not be releasedregardless of any law, discharged regulation or otherwise affected by: (a) order now or hereafter in effect in any extension jurisdiction affecting any of such terms or the rights of the time or times for Secured Parties with respect thereto. The obligations of the payment Guarantors under this Guarantee Agreement are independent of the Guaranteed Obligations, renewaland a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee Agreement, settlementirrespective of whether any action is brought against the Borrower or any other Guarantor or whether the Borrower or any other Guarantor is joined in any such action or actions. This Guarantee Agreement is an absolute and unconditional guaranty of payment when due, compromiseand not of collection, waiverby each Guarantor, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of jointly and severally with any obligation other Guarantor of the Corporation under Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Indenture Borrower and are primary obligations concerning which each Guarantor is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any Debentureaction to reduce, by operation of law collect or otherwise;enforce the Guaranteed Obligations. (b) This Guarantee Agreement shall continue to be effective or be reinstated, as the case may be, if at any modification time any payment of any of the Guaranteed Obligations is rescinded or amendment of or supplement to must otherwise be returned by the Indenture Administrative Agent or any Debenture;other Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. (c) The obligations of each Guarantor hereunder shall not be subject to any change in the corporate existencereduction, structure limitation, impairment or ownership of the Corporationtermination for any reason, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) including the existence of any defense, claim, set-off or other rights right which the any Guarantor may have at any time against the Corporation, the Trustee, any Holder Borrower or any other PersonGuarantor, the Administrative Agent or other Secured Party or any other corporation or person, whether in connection herewith or any unrelated transactions; (e) ; provided, that, nothing herein shall prevent the assertion of any invalidity, illegality, irregularity such claim by separate suit or unenforceability for any reason counterclaim. Without limiting the generality of the Indenture or any Debenture or in any foregoing, each Guarantor's liability shall extend to all amounts that constitute part thereof as regards of the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment Guaranteed Obligations and would be owed by the Corporation of the principal, premium, if any, interest or redemption price, if any, on Borrower to any Debenture or any other amount payable by the Corporation Secured Party under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, Financing Documents but for the provisions of this paragraph, constitute a legal fact that they are unenforceable or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as not allowable due to the amount existence of a bankruptcy, reorganization or similar proceeding involving the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the sameBorrower.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained Class A Preferred LP Unit Obligations will be paid strictly in this Subordinated Guarantee is a guarantee accordance with the terms of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder Class A Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of the Guarantor under this Guarantee shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extension of the time sale, transfer or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation assignment by the Holders or the Trustee in respect any Holder of any obligation of the Corporation under the Indenture Guaranteed Class A Preferred LP Units or any Debentureright, by operation title, benefit or interest of law such Holder therein or otherwisethereto; (b) any modification amendment or amendment of change in or supplement to the Indenture to, or any Debenturewaiver of, any of the terms of any Guaranteed Class A Preferred LP Units; (c) any change in the corporate existencename, structure objects, constitution, capacity, capital or ownership the constating documents of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureGuarantor; (d) any change in the existence name, objects, constitution, capacity, capital or the constating documents of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactionsPartnership; (e) any invalidity, illegality, irregularity or unenforceability for any reason of partial payment by the Indenture or any Debenture or in any part thereof as regards the CorporationPartnership, or any provision release or waiver, by operation of applicable law or regulation purporting to prohibit otherwise, of the payment performance or observance by the Corporation Partnership of the principalany express or implied agreement, premiumcovenant, if any, interest term or redemption price, if any, on condition relating to any Debenture Guaranteed Class A Preferred LP Units to be performed or any other amount payable observed by the Corporation under the IndenturePartnership; (f) the extension of time for the payment by the Partnership of all or any portion of the Class A Preferred LP Unit Obligations or the extension of time for the performance of any other act obligation under, arising out of, or omission to act or delay of any kind by the Corporation, the Trusteein connection with, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderGuaranteed Class A Preferred LP Units; (g) any contest by failure, omission, delay or lack of diligence on the Corporation part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of any Guaranteed Class A Preferred LP Units, or any Person as to action on the amount part of the Guaranteed ObligationsPartnership granting indulgence or extension of any kind; (h) the failure subject to enforce the provisions of any Debenture or the Indenture; or (i) Section 4.1(c), the recovery of any judgment against the Corporation Partnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Partnership or the Guarantor, any sale or other disposition of all or substantially all of the assets of the Partnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Partnership, the Guarantor or any of the assets of the Partnership or the Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of the Guarantor; (j) any invalidity of, or defect or deficiency in, the Guaranteed Class A Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Partnership in respect of any of the Class A Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof), it being the intent of the Guarantor that its obligations in respect of the Class A Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Class A Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to enforce demand payment from the sameGuarantor hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall of such Guarantor will be primarypaid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional andguarantee of payment when due, without limiting the generality and not of collection, by each Guarantor jointly and severally with each other Guarantor of the foregoingObligations of the Borrower or any other Guarantor. The liability of each Guarantor under this Agreement shall be irrevocable, shall not be releasedabsolute and unconditional irrespective of, discharged and each Guarantor hereby irrevocably waives any defenses it may now have or otherwise affected byhereafter acquire in any way relating to, any or all of the following: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Loan Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in taking, exchange, release, subordination or non-perfection of any Collateral or any other collateral, or any taking, release, subordination or amendment or waiver of, or consent to departure from, any other guarantee, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Obligations of any Loan Party, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, any Loan Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Corporation Borrower or any other Loan Party or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureGuaranteed Obligation; (df) the existence of any defense, claim, set-off setoff or other rights right which the any Guarantor may have at any time against the Corporationany Loan Party, the TrusteeAdministrative Agent, any Holder Lender or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereundertransaction; (g) any contest provision of applicable Law purporting to prohibit the payment or performance by the Corporation or any Person as to the amount Loan Party of any of the Guaranteed ObligationsObligations of such Loan Party; (h) the any failure to enforce the provisions of any Debenture Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the Indenture; orpart of the Secured Parties to disclose such information); (i) the recovery failure of any judgment against the Corporation other Person to execute or deliver this Agreement or any action other guarantee or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to enforce the sameGuaranteed Obligations; or (j) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, other than payment and performance of the Obligations of such Loan Party when due.

Guarantee Absolute. The Guarantor agrees that obligations of the guarantee contained in Parent Guarantors under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be Article are primary, absolute and unconditional andunconditional, without limiting the generality joint and several, irrespective of the foregoingvalue, shall not be releasedgenuineness, discharged validity, regularity or otherwise affected by: (a) any extension enforceability of the time or times for the payment obligations of the Guaranteed ObligationsCredit Parties under this Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture other Loan Documents or any Debenture, by operation of law other agreement or otherwise; (b) any modification instrument referred to herein or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationtherein, or any insolvencysubstitution, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge exchange of any obligation other guarantee of or security for any of the Corporation contained in Obligations, and, to the Indenture or any Debenture; (d) the existence fullest extent permitted by applicable law, irrespective of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the Guarantor’s intent of this Section that the obligations of the Parent Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances and shall apply to any and all Obligations now existing or in the future arising. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge, terminate, alter or impair the liability of the Parent Guarantors hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the Parent Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (gii) any contest by of the Corporation acts mentioned in any of the provisions of this Agreement, the other Loan Documents or any Person as other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any application by any of the Holders of the proceeds of any other guaranty of or insurance for any of the Obligations to the amount payment of any of the Guaranteed Obligations; (hv) any settlement, compromise, release, liquidation or enforcement by any of the Holders of any of the Obligations; (vi) the failure to enforce giving by any of the provisions Holders of any Debenture consent to the merger or consolidation of, the Indenturesale of substantial assets by, or other restructuring or termination of the corporate existence of, any Borrower or any other Person, or to any disposition of any Equity Interests by any Borrower or any other Person; (vii) the exercise by any Holder of any of their rights, remedies, powers and privileges under the Loan Documents; (viii) the entering into any other transaction or business dealings with the Borrowers or any other Person; or (iix) any combination of the recovery of any judgment against the Corporation or any action to enforce the sameforegoing.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The liabilities and obligations of the Guarantor under or in respect of this Guarantee Agreement are independent of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee Agreement, irrespective of whether any action is brought against the Company or any other Loan Party or whether the Company or any other Loan Party is joined in any such action or actions. The liability of the Guarantor under this Guarantee Agreement shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting and the generality Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Credit Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, or any other amendment or waiver of or supplement any consent to departure from any Credit Document, including any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of the Corporationany Collateral or any other collateral, or any insolvencytaking, bankruptcyrelease or amendment or waiver of, reorganization or consent to departure from, any other similar proceeding affecting the Corporation or its assets Guarantee Agreement, for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other liabilities or obligations of any Loan Party under the Credit Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (the Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure to enforce the provisions of any Debenture other Person to execute or deliver any other Guarantee Agreement or agreement or the Indenturerelease or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations; or (ih) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guarantee Agreement shall continue to be effective or be reinstated, as the recovery case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization of the Company or any other Loan Party or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees Company guarantees that the Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent with respect thereto. The obligations of the Company under this Article VII are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Article VII, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, irrevocable absolute and unconditional andirrespective of, without limiting and the generality Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture this Agreement or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or supplement any consent to the Indenture or any Debenturedeparture from this Agreement; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureObligations; (d) any change, restructuring or termination of the corporate structure or existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;Borrower; or (e) any invalidityother circumstance, illegality(including, irregularity without limitation, any statute of limitations to the fullest extent permitted by applicable law) which might otherwise constitute a defense available to, or unenforceability for a discharge of, the Company, any reason other Borrower or a guarantor. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indenture Obligations is rescinded or must otherwise be returned by any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principalLenders or the Agent upon the insolvency, premium, if any, interest bankruptcy or redemption price, if any, on any Debenture or reorganization of any other amount payable by the Corporation under the Indenture; (f) any other act Borrower or omission to act or delay of any kind by the Corporationotherwise, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person all as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the samethough such payment had not been made.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated (a) This Guarantee is shall constitute a guarantee of payment and of performance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations of the Guarantor under this Guarantee or requiring payment or performance of the Liabilities by the Guarantor hereunder, or at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guarantee therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guarantee shall require the Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Guarantor’s obligation , none of the Security Trustee, the Facility Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Security Trustee, the Facility Agent or any Lender to pay make any such demand or to collect any payments from the Guaranteed Obligations Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Security Trustee, the Facility Agent and/or such Lender against the Guarantor. The Security Trustee, the Facility Agent and/or the Lenders may in all events pursue its rights under this Guarantee prior to or simultaneously with pursuing its various rights referred to in the Credit Agreement and the other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determine. (b) The Guarantor agrees that this Guarantee shall be primarycontinuing until the indefeasible payment in full of all Secured Obligations and the Guarantor guarantees that the Liabilities will be paid and performed strictly in accordance with the terms of the Operative Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Security Trustee, the Facility Agent and/or the Lenders with respect thereto. If for any reason the Borrower shall fail to fully and timely pay or perform and discharge any Liabilities to be paid or performed by the Borrower (whether affirmative or negative in character), the Guarantor shall promptly on demand by the Security Trustee, the Facility Agent and/or any Lender pay or perform or cause to be paid or performed, as the case may be, such Liabilities. Each of the obligations of the Guarantor under this Guarantee is separate and independent of each other obligation of the Guarantor under this Guarantee and separate and independent of the Liabilities, and the Guarantor agrees that a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrower is joined in any such action or actions. The obligations of the Guarantor shall be continuing and irrevocable, absolute and unconditional andunconditional, primary and original and immediate and not contingent and shall remain in full force and effect without limiting the generality of the foregoing, shall regard to and not be released, discharged or otherwise in any way affected byby any circumstance or condition (other than by payment in full of the Liabilities) including, without limitation, the occurrence of any one or more of the following: (ai) any extension lack of validity or enforceability of any of the time Liabilities under the Operative Documents or times for any document entered into in connection with the payment of the Guaranteed Obligationstransactions contemplated thereby, renewalany provision thereof, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders any other agreement or instrument relating thereto or the Trustee in respect absence of any obligation of action to enforce the Corporation under the Indenture or any Debenture, by operation of law or otherwisesame; (bii) any modification failure, omission, delay or amendment lack on the part of the Security Trustee, the Facility Agent and/or the Lenders to enforce, assert or supplement to exercise any right, power, privilege or remedy conferred on the Indenture Security Trustee, the Facility Agent and/or the Lenders in the Credit Agreement, the Security Agreement, or any Debentureother Operative Document, or the inability of the Security Trustee, the Facility Agent and/or the Lenders to enforce any provision of any Operative Document for any reason, or any other act or omission on the part of the Security Trustee, the Facility Agent or any Lender; (ciii) any change in the corporate existencetime, structure manner or ownership place of performance or of payment, or in any other term of, all or any of the CorporationLiabilities, or any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of any of the Operative Document or any document entered into in connection with the transactions contemplated thereby; (iv) any taking, exchange, release or non-perfection of the Collateral or any other collateral or security, or any taking, release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Liabilities or the acceptance of any security therefor; (v) the waiver by the Security Trustee, the Facility Agent and/or any Lender of the performance or observance by the Borrower of any of the Liabilities, the waiver of any default in the performance or observance thereof, any extension by the Security Trustee, the Facility Agent and/or any Lender of the time for payment or performance and discharge by the Borrower of any Liabilities or any extension, indulgence or renewal of any Liabilities; (vi) any bankruptcy, suspension of payments, insolvency, bankruptcysale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or other similar proceeding affecting proceedings involving, the Corporation Borrower or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureLiabilities; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (ivii) the recovery of any judgment against the Corporation any Person or any action to enforce the same; (viii) any failure or delay in the enforcement of the Liabilities of any Person under the Operative Documents or any document entered into in connection with the transactions contemplated by the Operative Documents or any provision thereof; (ix) any set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Liabilities and, to the extent permitted by applicable law, irrespective of any other circumstances that might otherwise limit recourse by or against the Guarantor or any other Person; (x) the obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Guarantor, with respect to any Liabilities; (xi) any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of any Operative Document or any document entered into in connection with the transactions contemplated by any Operative Document, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof; (xii) any manner of application of Collateral or Proceeds thereof, to all or any of the Liabilities, or any manner of sale or other disposition of any Collateral, or any furnishing or acceptance of additional collateral; (xiii) any change in control in the ownership of the Borrower, any change, merger, demerger, consolidation, restructuring or termination of the corporate structure or existence of the Borrower; (xiv) to the fullest extent permitted by applicable law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety with respect to any Liabilities; (xv) any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the performance of the Liabilities, or by any other act or circumstances which may or might in any manner or to any extent vary the risk of the Guarantor, or which would otherwise operate as a discharge of the Guarantor; (xvi) the existence of any other obligation of the Guarantor, or any limitation thereof, in any Operative Document; (xvii) any regulatory change or other governmental action (whether or not adverse); or (xviii) the partial payment or performance of the Liabilities (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity of any payment for any reason whatsoever. Should any money due or owing under this Guarantee not be recoverable from the Guarantor due to any of the matters specified in paragraphs (i) through (xviii) above or for any other reason, then, in any such case, such money shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal debtor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith. (c) This Guarantee shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Liabilities is rescinded or must otherwise be restored or returned by the Security Trustee, the Facility Agent and/or any Lender for any reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or otherwise, all as though such payment had not been made, and the Guarantor agrees that it will indemnify the Security Trustee, the Facility Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and disbursement of counsel) incurred by any such Person in connection with such rescission or restoration. If an event permitting the exercise of remedies under the Operative Documents shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in any Operative Document, shall at such time be prevented by reason of the pendency against the Borrower of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guarantee and its obligations hereunder, amounts payable under the Operative Documents shall be deemed to have been declared in default, with all attendant consequences as provided in the Operative Documents as if such declaration of default and the consequences thereof had been accomplished in accordance with the terms of the Credit Agreement and the other Operative Documents, and the Guarantor shall forthwith pay any amounts guaranteed hereunder, without further notice or demand.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained Class A Preferred LP Unit Obligations will be paid strictly in this Subordinated Guarantee is a guarantee accordance with the terms of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder Class A Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of the Guarantor under this Guarantee shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extension of the time sale, transfer or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation assignment by the Holders or the Trustee in respect any Holder of any obligation of the Corporation under the Indenture Guaranteed Class A Preferred LP Units or any Debentureright, by operation title, benefit or interest of law such Holder therein or otherwisethereto; (b) any modification amendment or amendment of change in or supplement to the Indenture to, or any Debenturewaiver of, any of the terms of the Guaranteed Class A Preferred LP Units; (c) any change in the corporate existencename, structure objects, constitution, capacity, capital or ownership the constating documents of the Corporation, Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebenturePartnership; (d) any partial payment by the existence Partnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Partnership of any defenseexpress or implied agreement, claimcovenant, set-off term or other rights which condition relating to the Guarantor may have at any time against Guaranteed Class A Preferred LP Units to be performed or observed by the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactionsPartnership; (e) any invalidity, illegality, irregularity or unenforceability the extension of time for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation Partnership of all or any portion of the principal, premium, if any, interest Class A Preferred LP Unit Obligations or redemption price, if any, on any Debenture or the extension of time for the performance of any other amount payable by obligation under, arising out of, or in connection with, the Corporation under the IndentureGuaranteed Class A Preferred LP Units; (f) any other act failure, omission, delay or omission lack of diligence on the part of the Holders to act enforce, assert or delay exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Guaranteed Class A Preferred LP Units, or any action on the part of the Partnership granting indulgence or extension of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderkind; (g) any contest by the Corporation or any Person as subject to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) Section 4.1(c), the recovery of any judgment against the Corporation Partnership, any voluntary or involuntary liquidation, dissolution, winding up, merger or amalgamation of the Partnership or the Guarantor, any sale or other disposition of all or substantially all of the assets of the Partnership or the Guarantor, any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, any reorganization, moratorium, arrangement or composition with creditors, or any readjustment of debt of, or other proceedings affecting the Partnership, the Guarantor or any of the assets of the Partnership or the Guarantor; (h) any circumstance, act or omission that would prevent subrogation operating in favour of the Guarantor; (i) any invalidity of, or defect or deficiency in, the Guaranteed Class A Preferred LP Units or this Guarantee; (j) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (k) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Partnership or the Guarantor in respect of any of the Class A Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof), it being the intent of the Guarantor that its obligations in respect of the Class A Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Class A Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to enforce demand payment from the sameGuarantor hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Guarantee Absolute. The Guarantor agrees (a) XOMA guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Agreement and the Loan Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The obligations of XOMA under or in respect of this Article XII are independent of the Guaranteed Obligations or any other obligations of the Borrower under or in respect of this Agreement and any Loan Documents and a separate action or actions may be brought and prosecuted against XOMA to enforce this Article XII, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of XOMA under this Article XII shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and XOMA hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (ai) any extension lack of validity or enforceability of this Agreement (other than this Article XII), the time Note or times for any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence Obligations or release granted to any other obligations of the Corporation by the Holders Borrower under or the Trustee in respect of any obligation of this Agreement or the Corporation under the Indenture Loan Documents or any Debentureother amendment or waiver of or any consent to departure from this Agreement or the Loan Documents, by operation including any increase in the Guaranteed Obligations resulting from the extension of law additional credit to the Borrower or otherwise; (biii) any modification taking, exchange, release or amendment non-perfection of or supplement to any Collateral (as defined under the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the CorporationSecurity Agreement), or any insolvencytaking, bankruptcyrelease or amendment or waiver of, reorganization or consent to departure from, any other similar proceeding affecting the Corporation or its assets guaranty, for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hiv) any manner of application of Collateral, or proceeds thereof, to all or any of the failure to enforce the provisions Guaranteed Obligations, or any manner of sale or other disposition of any Debenture Collateral for all or any of the Guaranteed Obligations or any other obligations of the Borrower under this Agreement or the IndentureLoan Documents or any other assets of the Borrower; (v) any change, restructuring or termination of the corporate structure or existence of the Borrower or any of its Subsidiaries; or (ivi) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the recovery Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor or surety. (b) This Article XII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by the Lender or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The liabilities and obligations of each Guarantor under or in respect of this Guarantee Agreement are independent of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee Agreement, irrespective of whether any action is brought against the Company or any other Loan Party or whether the Company or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guarantee Agreement shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Credit Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, or any other amendment or waiver of or supplement any consent to departure from any Credit Document, including any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of the Corporationany Collateral or any other collateral, or any insolvencytaking, bankruptcyrelease or amendment or waiver of, reorganization or consent to departure from, any other similar proceeding affecting the Corporation or its assets Guarantee Agreement, for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other liabilities or obligations of any Loan Party under the Credit Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure to enforce the provisions of any Debenture other Person to execute or deliver this Guarantee Agreement, any Guarantee Supplement (as hereinafter defined) or any other Guarantee Agreement or agreement or the Indenturerelease or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (ih) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guarantee Agreement shall continue to be effective or be reinstated, as the recovery case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization of the Company or any other Loan Party or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees that obligations of the guarantee contained in Guarantors under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be Article XII are primary, absolute and unconditional andunconditional, without limiting the generality joint and several, irrespective of the foregoingvalue, shall not be releasedgenuineness, discharged validity, regularity or otherwise affected by: (a) any extension enforceability of the time or times for the payment obligations of the Guaranteed ObligationsLoan Parties under this Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture other Loan Documents or any Debenture, by operation of law other agreement or otherwise; (b) any modification instrument referred to herein or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationtherein, or any insolvencysubstitution, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge exchange of any obligation other guarantee of or security for any of the Corporation contained in Obligations, and, to the Indenture or any Debenture; (d) the existence fullest extent permitted by applicable law, irrespective of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guarantor’s Obligations, it being the intent of this Section 12.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances and shall apply to any and all Obligations now existing or in the future arising. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge, terminate, alter or impair the liability of the Guarantors hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (gii) any contest by of the Corporation acts mentioned in any of the provisions of this Agreement, the other Loan Documents or any Person as other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any application by any member of the Lender Group of the proceeds of any other guaranty of or insurance for any of the Obligations to the amount payment of any of the Guaranteed Obligations;; (v) any settlement, compromise, release, liquidation or enforcement by any member of the Lender Group of any of the Obligations; (hvi) the failure to enforce giving by any member of the provisions Lender Group of any Debenture consent to the merger or consolidation of, the Indenturesale of substantial assets by, or other restructuring or termination of the corporate existence of, the Borrower or any other Person, or to any disposition of any Securities by the Borrower or any other Person; (vii) the exercise by any member of the Lender Group of any of their rights, remedies, powers and privileges under the Loan Documents; (viii) the entering into any other transaction or business dealings with the Borrower or any other Person; or (iix) any combination of the recovery of any judgment against the Corporation or any action to enforce the sameforegoing.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall of such Guarantor will be primarypaid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Credit Party with respect thereto. The Obligations of each Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional andguarantee of payment when due, without limiting the generality and not of collection, by each Guarantor jointly and severally with each other Guarantor of the foregoingObligations of the Borrower or any other Guarantor. The liability of each Guarantor under this Agreement shall be irrevocable, shall not be releasedabsolute and unconditional irrespective of, discharged and each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable Law, any defenses it may now have or otherwise affected byhereafter acquire in any way relating to, any or all of the following: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Loan Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in taking, release, subordination or amendment or waiver of, or consent to departure from, any other guarantee, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, any Loan Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Corporation Borrower or any other Loan Party or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureGuaranteed Obligation; (de) the existence of any defense, claim, set-off setoff or other rights right which the any Guarantor may have at any time against the Corporationany Loan Party, the TrusteeAdministrative Agent, any Holder Lender or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenturetransaction; (f) any other act provision of applicable Law purporting to prohibit the payment or omission to act or delay performance by any Loan Party of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderObligations of such Loan Party; (g) any contest by the Corporation or failure of any Person as Credit Party to disclose to any Loan Party any information relating to the amount business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Credit Party (each Guarantor waiving any duty on the part of the Guaranteed ObligationsCredit Parties to disclose such information); (h) the failure to enforce the provisions of any Debenture other Person to execute or deliver this Agreement or any other guarantee or agreement or the Indenturerelease or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (i) the recovery any other circumstance (including, without limitation, any statute of any judgment against the Corporation limitations) or any action to enforce the sameexistence of or reliance on any representation by any Credit Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and not of collection or collectibility, and that the Guarantor’s obligation to pay obligations of the Guaranteed Obligations Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension of the time or times for the payment of the Guaranteed Obligationsextension, renewal, settlement, compromise, waiver, indulgence waiver or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation JHVLICO under the Indenture Contracts, or any Debenture, by operation of law or otherwise; (bii) any modification modification, amendment, supplement, endorsement or amendment of or supplement rider to the Indenture or any DebentureContracts; (ciii) any change in the corporate existence, structure or ownership of the CorporationJHVLICO, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation JHVLICO or its assets or any resulting release or discharge of any obligation of the Corporation JHVLICO contained in the Indenture or any DebentureContracts; (div) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the CorporationJHVLICO, the Trustee, any Holder or any other Personperson, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or with respect to obligations of the Guarantor other than obligations hereunder; (ev) any invalidity, illegality, irregularity invalidity or unenforceability relating to or against JHVLICO for any reason of under the Indenture or any Debenture or in any part thereof as regards the CorporationContracts, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation JHVLICO of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation JHVLICO under the Indenture;Contracts; or (fvi) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder JHVLICO or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and not of collection or collectibility, and that the Guarantor’s obligation to pay obligations of the Guaranteed Obligations Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension of the time or times for the payment of the Guaranteed Obligationsextension, renewal, settlement, compromise, waiver, indulgence waiver or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation JHUSA under the Indenture Contracts, or any Debenture, by operation of law or otherwise; (bii) any modification modification, amendment, supplement, endorsement or amendment of or supplement rider to the Indenture or any DebentureContracts; (ciii) any change in the corporate existence, structure or ownership of the CorporationJHUSA, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation JHUSA or its assets or any resulting release or discharge of any obligation of the Corporation JHUSA contained in the Indenture or any DebentureContracts; (div) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the CorporationJHUSA, the Trustee, any Holder or any other Personperson, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or with respect to obligations of the Guarantor other than obligations hereunder; (ev) any invalidity, illegality, irregularity invalidity or unenforceability relating to or against JHUSA for any reason of under the Indenture or any Debenture or in any part thereof as regards the CorporationContracts, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation JHUSA of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation JHUSA under the Indenture;Contracts; or (fvi) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder JHUSA or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s 's obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated This Parent Guarantee is a guarantee of payment and that not of collection, is intended to have the Guarantor’s obligation to pay same effect as if the Company were a primary obligor of the Guaranteed Borrowing Subsidiary Obligations hereunder and not merely a surety, and the validity and enforceability of this Parent Guarantee shall be primary, absolute and unconditional andirrespective of, without limiting the generality of the foregoing, and shall not be released, discharged impaired or otherwise affected by: by any of the following: (a) any extension of the time extension, modification or times for the payment of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture Borrowing Subsidiary Obligations or any Debenturepart thereof or any agreement relating thereto at any time, by operation of law or otherwise; (b) any modification failure or amendment of omission to enforce any right, power or supplement remedy with respect to the Indenture Guaranteed Borrowing Subsidiary Obligations or any Debenture; part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof, (e) the enforceability or validity of the Guaranteed Borrowing Subsidiary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Borrowing Subsidiary Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or all of the Guaranteed Borrowing Subsidiary Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the corporate existence, structure or ownership of any Obligor or the Corporationinsolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Borrowing Subsidiary Obligations, (i) the failure of the Company or any Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, or to take any insolvencyother action required in connection with the performance of all obligations pursuant to the Guaranteed Borrowing Subsidiary Obligations or this Parent Guarantee, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (dj) the existence of any defense, claim, set-off setoff or other rights which the Guarantor Company may have at any time against the Corporationany Obligor, the Trustee, any Holder or any other Person, whether Person in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any unrelated transactions; Lender’s or any Issuing Bank’s election, in any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code, (el) any invalidityborrowing, illegalityuse of cash collateral, irregularity or unenforceability for any reason grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the Indenture United States Bankruptcy Code, (m) the disallowance of all or any Debenture portion any Person’s claims for repayment of the Guaranteed Borrowing Subsidiary Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in each case, whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Borrowing Subsidiary Obligations or any part thereof as regards and that the CorporationCompany’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount Obligor of the Guaranteed Obligations; (h) Borrowing Subsidiary Obligations in the failure to enforce manner agreed upon between the provisions Obligor and the Administrative Agent, the Lenders, the Issuing Banks and other holders of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the sameGuaranteed Borrowing Subsidiary Obligations.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated (a) This Guarantee is a guarantee one of payment and that performance, not collection, and the Guarantor’s obligation obligations of the Guarantor under this Guarantee are independent of the obligations of the Borrowers under the Credit Agreement and any other Financing Document, and a separate action or actions may be brought and prosecuted against the Guarantor to pay enforce this Guarantee, irrespective of whether any action is brought against the Borrowers or whether the Borrowers are joined in any such action or actions. (b) The liability of the Guarantor under this Guarantee shall, to the fullest extent permitted under applicable law, be absolute and unconditional irrespective of: (i) any invalidity, irregularity, voidability, voidness or unenforceability of the Credit Agreement, the Notes, or any other Financing Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality or of the foregoing, shall not be released, discharged or otherwise affected by:any security therefor; (aii) any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or times for performance of, renewal or alteration of, any Guaranteed Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the payment Credit Agreement or the Notes or any other Financing Document or Other Obligation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowers or any of their Subsidiaries or otherwise; (iii) any sale, exchange, release, surrender, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, renewaland/or any offset against, settlementor failure to perfect, compromiseor continue the perfection of, waiverany Lien in any such property, indulgence or release granted to delay in the Corporation by the Holders or the Trustee in respect perfection of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationsuch Lien, or any insolvency, bankruptcy, reorganization amendment or waiver of or consent to departure from any other similar proceeding affecting the Corporation or its assets guaranty for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hiv) the any exercise or failure to enforce exercise any rights against the provisions Borrowers or others (including the Guarantor); (v) any settlement or compromise of any Debenture Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the Indenturepayment of all or any part thereof to the payment of any Guaranteed Obligation (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guarantor; (vi) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrowers or any of their Subsidiaries; (vii) any change, restructuring or termination of the existence of any of the Borrowers or any of their Subsidiaries; or (iviii) any other agreements or circumstance of any nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guarantee and/or obligations of the Guarantor hereunder, or a defense to, or discharge of, any of the Borrowers or any other Person or party relating to this Guarantee or the obligations of the Guarantor hereunder or otherwise with respect to the Loans, Letters of Credit, LC Guaranties or Other Obligations extended to the Borrowers, in each case other than the indefeasible payment in full of the Guaranteed Obligations. (c) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guarantee) without the consent of, or notice (except as shall be required by applicable law that cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (d) This Guarantee shall continue to be effective or be reinstated, as the case may be, if claim is ever made upon the Agent, any Lender or any Other Secured Party for repayment or recovery of any judgment against amount or amounts received by the Corporation Agent, such Lender or such Other Secured Party in payment or on account of any of the Guaranteed Obligations and the Agent, such Lender or such Other Secured Party repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over the Agent, such Lender or such Other Secured Party or the respective property of each, or any action settlement or compromise of any such claim effected by the Agent, such Lender or such Other Secured Party with any such claimant (including the Borrowers), the Guarantor shall be and remain liable to enforce the sameAgent, such Lender and/or such Other Secured Party hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Agent, such Lender or such Other Secured Party.

Guarantee Absolute. The liability of each Guarantor agrees that the guarantee contained in under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: irrespective of: (a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, the CorporationCredit Agreement or the Obligations, or any insolvency, bankruptcy, reorganization other amendment or other similar proceeding affecting the Corporation or its assets waiver of or any resulting consent to departure from any of the terms of the Credit Agreement or the Obligations, including any increase or decrease in the rate of interest thereon; (b) any release or discharge amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non‑perfection of any obligation collateral, for the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Corporation contained in Credit Agreement or the Indenture or any Debenture; Obligations; (d) without being limited by the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteeforegoing, any Holder lack of validity or any other Person, whether in connection herewith enforceability of the Credit Agreement or any unrelated transactions; the Obligations; (e) any invalidityother setoff, illegality, irregularity defense or unenforceability for any reason of the Indenture or any Debenture or counterclaim whatsoever (in any part thereof as regards the Corporationcase, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principalwhether based on contract, premium, if any, interest or redemption price, if any, on any Debenture tort or any other amount payable by theory) with respect to the Corporation under Credit Agreement or the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever transactions contemplated thereby which might, but for the provisions of this paragraph, might constitute a legal or equitable defense available to, or discharge of, the Borrower or defense other Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other prohibition or event, in which case each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of the Guarantor’s obligations hereunder; (g) maximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any contest by excess amounts. If any such rebate or refund is ever required, all other Guarantors shall be fully liable for the Corporation or any Person as repayment thereof to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the samemaximum extent allowed by applicable law.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) Trustee’s or the Holders’ acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation Indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company’s or any Guarantor’s business or any part thereof; (m) subject to Section 12.13, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the CorporationCompany or any Guarantor or any change in the corporate relationship between the Company and any Guarantor, or any termination of such relationship; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor (whether voluntary or involuntary) or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 12.13, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (ep) any invalidityfailure, illegality, irregularity omission or unenforceability for any reason delay on the part of the Indenture Company to conform or comply with any Debenture or in any part thereof as regards the Corporation, or any provision term of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the this Indenture; (fq) any other act limitation on the liability or omission to act or delay obligations of any kind by the Corporation, the Trustee, any Holder Company or any other Person under this Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Indenture; (r) any other circumstance whatsoever which might, but for the provisions (including any statute of this paragraph, limitations) that might otherwise constitute a legal defense available to, or equitable discharge or defense of of, the Guarantor’s obligations hereunder; (g) any contest by the Corporation Company or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the IndentureGuarantor; or (is) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Guarantor agrees Xxxxxxxxx guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or any Agent with respect thereto. The obligations of Xxxxxxxxx under this Article X are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Xxxxxxxxx to enforce this Article X, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of Xxxxxxxxx under this guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and Xxxxxxxxx hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture this Agreement or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to the Indenture or any Debenturedeparture from this Agreement; (c) any change in the corporate existencetaking, structure exchange, release or ownership non–perfection of the Corporation, any collateral or any insolvencytaking, bankruptcyrelease or amendment or waiver of or consent to departure from any other guaranty, reorganization or other similar proceeding affecting the Corporation or its assets for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hd) any change, restructuring or termination of the failure to enforce the provisions corporate structure or existence of any Debenture or the IndentureBorrower; or (ie) any other circumstance, (including, without limitation, any statute of limitations to the recovery fullest extent permitted by applicable law) which might otherwise constitute a defense available to, or a discharge of, Xxxxxxxxx, the other Borrowers or any other guarantor. (f) This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any action to enforce of the sameLenders or the Administrative Agent upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated (a) This Guarantee is a guarantee one of payment and that performance, not collection, and the Guarantor’s obligation obligations of the Guarantors under this Guarantee are independent of the obligations of the Borrower under the Credit Agreement and any other Financing Document, and a separate action or actions may be brought and prosecuted against each Guarantor to pay enforce this Guarantee, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. (b) The liability of the Guarantors under this Guarantee shall, to the fullest extent permitted under applicable law, be absolute and unconditional irrespective of: (i) any invalidity, irregularity, voidability, voidness or unenforceability of the Credit Agreement, the Notes, or any other Financing Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality or of the foregoing, shall not be released, discharged or otherwise affected by:any security therefor; (aii) any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or times for performance of, renewal or alteration of, any Guaranteed Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the payment Credit Agreement or the Notes or any other Financing Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise; (iii) any sale, exchange, release, surrender, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, renewaland/or any offset against, settlementor failure to perfect, compromiseor continue the perfection of, waiverany Lien in any such property, indulgence or release granted to delay in the Corporation by the Holders or the Trustee in respect perfection of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationsuch Lien, or any insolvency, bankruptcy, reorganization amendment or waiver of or consent to departure from any other similar proceeding affecting the Corporation or its assets guaranty for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hiv) the any exercise or failure to enforce exercise any rights against the provisions Borrower or others (including the Guarantors); (v) any settlement or compromise of any Debenture Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the Indenturepayment of all or any part thereof to the payment of any Guaranteed Obligation (whether due or not) of the Borrower to creditors of the Borrower other than the Guarantors; (vi) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any of its Subsidiaries; (vii) any change, restructuring or termination of the existence of any of the Borrower or any of its Subsidiaries; or (iviii) any other agreements or circumstance of any nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guarantee and/or obligations of the Guarantors hereunder, or a defense to, or discharge of, the Borrower or any other Person or party relating to this Guarantee or the obligations of the Guarantors hereunder or otherwise with respect to the Loans or Letters of Credit extended to the Borrower, in each case other than the indefeasible payment in full of the Guaranteed Obligations. (c) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guarantee) without the consent of, or notice (except as shall be required by applicable law that cannot be waived) to, the Guarantors, and without incurring responsibility to the Guarantors or impairing or releasing the obligations of the Guarantors hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (d) This Guarantee shall continue to be effective or be reinstated, as the case may be, if claim is ever made upon the Agent or any Lender for repayment or recovery of any judgment against amount or amounts received by the Corporation Agent or such Lender in payment or on account of any of the Guaranteed Obligations and the Agent or such Lender repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over the Agent or such Lender or the respective property of each, or any action settlement or compromise of any such claim effected by the Agent or such Lender with any such claimant (including the Borrower), the Guarantors shall be and remain liable to enforce the sameAgent or such Lender, as applicable, hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Agent or such Lender.

Guarantee Absolute. The Guarantor agrees that guarantees that, to the guarantee contained in this Subordinated Guarantee is a guarantee of payment fullest extent permitted by applicable law and that taking into account the Guarantor’s obligation to pay above limitation, the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Financial Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender or any Lender with respect thereto. The Obligations of the Guarantor under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other obligations of the Borrower under or in respect of the Financial Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting and the generality Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the foregoingfollowing, shall not be releasedin each case, discharged to the fullest extent permitted by applicable law (except for any defense of payment or otherwise affected by:performance of the Guaranteed Obligations in full): (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Financial Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, all or any of the CorporationGuaranteed Obligations or any other obligations of the Borrower under or in respect of the Financial Documents, or any insolvency, bankruptcy, reorganization other amendment or other similar proceeding affecting the Corporation or its assets waiver of or any resulting release or discharge of consent to departure from any obligation of the Corporation contained Financial Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any Debentureof its Subsidiaries or otherwise; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees Mont Re guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Reimbursement and Pledge Agreement, regardless of any law or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Administrative Agent with respect thereto. The Obligations of Mont Re under this §14 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Mont Re to enforce this §14, irrespective of whether any action is brought against the Parent or whether the Parent is joined in any such action or actions. The liability of Mont Re under this guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and Mont Re hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture this Reimbursement and Pledge Agreement or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to the Indenture or any Debenturedeparture from this Reimbursement and Pledge Agreement (other than this §14); (c) any change in taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, Parent or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation Parent or any of its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;Parent under this Reimbursement Agreement and Pledge Agreement; or (e) any invalidityother circumstance (including, illegalitywithout limitation, irregularity or unenforceability for any reason statute of limitations to the Indenture or any Debenture or in any part thereof as regards the Corporationfullest extent permitted by applicable law) which might otherwise constitute a defense available to, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of, Mont Re, or defense of the Guarantor’s obligations hereunder; Parent (g) any contest by other than a discharge arising from the Corporation or any Person as to the amount payment in full of the Guaranteed Obligations; (h) ). This guaranty shall continue to be effective or be reinstated, as the failure to enforce the provisions case may be, if at any time any payment of any Debenture of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Indenture; or (i) Administrative Agent upon the recovery insolvency, bankruptcy or reorganization of any judgment against the Corporation Parent or any action to enforce the sameotherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated This Guarantee is a guarantee Guarantee of payment and that not of collection, is a primary obligation of the Guarantor’s obligation to pay Company and not one of surety, and the Guaranteed Obligations hereunder validity and enforceability of this Guarantee shall be primary, absolute and unconditional andirrespective of, without limiting the generality of the foregoing, and shall not be released, discharged impaired or otherwise affected by: by any of the following: (a) any extension extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other Guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the time Guaranteed Obligations or times for any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guarantee even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, renewal(i) the failure of the Company or any Obligor to maintain in full force, settlementvalidity or effect or to obtain or renew when required all governmental and other approvals, compromiselicenses or consents required in connection with the Guaranteed Obligations or this Guarantee, waiver, indulgence or release granted to take any other action required in connection with the performance of all obligations pursuant to the Corporation by the Holders Guaranteed Obligations or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenturethis Guarantee, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (dj) the existence of any defense, claim, set-off setoff or other rights which the Guarantor Company may have at any time against the Corporationany Obligor, the Trustee, any Holder or any other Person, whether Person in connection herewith or an unrelated transaction, (k) the Administrative Agent’s or any unrelated transactions; Lender’s election, in any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code, (el) any invalidityborrowing, illegalityuse of cash collateral, irregularity or unenforceability for any reason grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the Indenture United States Bankruptcy Code, (m) the disallowance of all or any Debenture portion any Lender’s claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in each case, whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other Guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof as regards and that the CorporationCompany’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other Guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount Obligor of the Guaranteed Obligations; (h) Obligations in the failure to enforce manner agreed upon between the provisions of any Debenture or Obligor and the Indenture; or (i) Administrative Agent and the recovery of any judgment against the Corporation or any action to enforce the sameLenders.

Guarantee Absolute. The Guarantor agrees (a) CBI guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee all of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Requirements of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any of the other Secured Parties with respect thereto. The Obligations of CBI under this CBI Guaranty are independent of the Guaranteed Obligations or any other Obligations of any of the other Loan Parties under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against CBI to enforce this CBI Guaranty, irrespective of whether any action is brought against any of the other Loan Parties or whether any of the other Loan Parties is joined in any such action or actions. The liability of CBI under this CBI Guaranty shall be primaryabsolute, absolute unconditional and unconditional andirrevocable irrespective of, without limiting the generality and CBI hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any and all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (ai) any extension lack of validity or enforceability of any of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture Loan Documents or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (cii) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, all or any of the CorporationGuaranteed Obligations or any other Obligations of any of the Loan Parties under or in respect of the Loan Documents, or any insolvencyother amendment or waiver of, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of consent to departure from, any obligation of the Corporation contained Loan Documents (including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any of the other Loan Parties or any Debentureof their respective Subsidiaries or otherwise); (diii) the existence any taking, exchange, release or nonperfection of any defenseof the Collateral, claimor any taking, set-off release or other rights which the Guarantor may have at any time against the Corporationamendment or waiver of, or consent to departure from, the Trustee, any Holder Subsidiary Guaranties or any other Personguarantee, whether in connection herewith for all or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hiv) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other Obligations of any of the other Loan Parties under or in respect of the Loan Documents, or any other property and assets of any of the other Loan Parties or any of their respective Subsidiaries; (v) any change, restructuring or termination of the legal structure or existence of any of the other Loan Parties or any of their respective Subsidiaries; (vi) any failure of any of the Secured Parties to disclose to any of the Loan Parties any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the other Loan Parties now or hereafter known to such Secured Party; (vii) the failure to enforce the provisions of any Debenture other Person to execute the Subsidiary Guaranties or any other guarantee or agreement or the Indenturerelease or reduction of liability of any of the other Loan Parties or any other guarantor or surety with respect to the Guaranteed Obligations; or (viii) any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any representation by the Administrative Agent or any of the other Secured Parties) that might otherwise constitute a defense available to, or a discharge of, CBI, such Borrower, any of the other Loan Parties or any other guarantor or surety. This CBI Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any of the other Secured Parties or by any other Person upon the insolvency, bankruptcy or reorganization of any of the other Loan Parties or otherwise, all as though such payment had not been made, and CBI hereby unconditionally and irrevocably agrees that it will indemnify the Administrative Agent and each of the other Secured Parties, upon demand, for all of the costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such other Secured Party in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, a fraudulent transfer or a similar payment under any bankruptcy, insolvency or similar Requirements of Law. (b) CBI hereby further agrees that, as between CBI on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, (i) the recovery Guaranteed Obligations of CBI may be declared to be forthwith due and payable as provided in Section 7.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 7.01) for purposes of Section 6.01, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of any judgment of the Loan Parties guaranteed hereunder (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the Corporation event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 7.01, such Guaranteed Obligations (whether or not due and payable by any action to enforce the sameother Person) shall forthwith become due and payable by CBI for all purposes of this Guarantee.

Guarantee Absolute. The liability of the Guarantor agrees that the guarantee contained in under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder Guaranty shall be primaryirrevocable, absolute and unconditional andunconditional, without limiting and the generality Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension change in the time, manner or place of the time payment of, or times for the payment in any other term of, all or any of the Guaranteed ObligationsObligation, renewalor any other amendment or waiver of or any consent to departure from the Partnership Agreement including without limitation, settlement, compromise, waiver, indulgence any increase in the Guaranteed Obligation or release granted any other modification adverse to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwiseGuarantor; (b) any modification other circumstance (including, without limitation, any statute of limitations) or amendment any existence of or supplement to reliance on any representation by the Indenture Partnership that might otherwise constitute a defense available to, or any Debenturea discharge of, the Guarantor; (c) any change in the corporate existence, structure merger or ownership consolidation of the Corporation, Partnership or the General Partner or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge affiliate of any obligation of the Corporation contained in the Indenture or any Debenturesuch entity; (d) any change in the existence of any defense, claim, set-off direct or other rights which indirect ownership or right to vote by the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Personperson, whether in connection herewith firm or entity of any partnership or other ownership interest of the General Partner or any unrelated transactionsof its affiliates; (e) any invalidityrelease or discharge, illegalityby operation of law, irregularity or unenforceability for any reason of the Indenture Guarantor from the performance or observance of any Debenture obligation, covenant or agreement contained in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenturethis Guaranty; (f) any other act failure by the Partnership, the General Partner or omission to act or delay any Affiliate of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereundersuch entity to mitigate its damages; (g) the effect of any contest by the Corporation foreign or any Person as to the amount domestic laws, rules, regulations or actions of the Guaranteed Obligationsa court or governmental body; (h) the failure to enforce the provisions or any other amendment or waiver of any Debenture or consent to departure from the IndenturePartnership Agreement; or (i) any other condition, event or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor or otherwise, or which might otherwise limit recourse against the recovery Guarantor, it being agreed that the Guaranteed Obligation of the Guarantor hereunder shall not be discharged except by performance of the Guaranteed Obligation as herein provided. To the maximum extent permitted by applicable law, the Guarantor waives notice of acceptance of the Guaranty, notice of any judgment Guaranteed Obligation, notice of protest, notice of dishonor or nonpayment of any Guaranteed Obligation, and any other notice to the Guarantor, and waives any defense, offset or counterclaim to any liability hereunder. To the maximum extent permitted by applicable law, the Guarantor hereby waives and agrees not to assert or take advantage of any rights or defenses based on any rights or defenses of the General Partner to the Guaranteed Obligation including, without limitation, any failure of consideration, any statute of limitations, or any insolvency or bankruptcy of the General Partner, and no invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligation shall affect, impair or be a defense to this Guaranty nor shall any other circumstance which might otherwise constitute a defense available to, or legal or equitable discharge of, the General Partner in respect of the Guaranteed Obligation affect, impair or be a defense to this Guaranty. One or more successive or concurrent actions may be brought hereon against the Corporation Guarantor either in the same action in which the General Partner is sued or in separate actions. If any claim or action, or action on any judgment, based on this Guaranty is brought against the Guarantor, the Guarantor agrees not to enforce deduct, set-off or seek to counterclaim, for or recoup any amounts which are or may be owed by the samePartnership to the Guarantor.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Notes and this Supplemental Indenture and the Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Supplemental Indenture and the payment Indenture or the Notes, or any agreement or instrument relating to either of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Supplemental Indenture and the Indenture or the Notes, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee's or the Holders' acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any Collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Notes or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company's or any Guarantor's business or any part thereof; (m) subject to Section 10.14, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Corporation, Company or any Guarantor; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 10.14, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fp) any other act circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or omission to act or delay of any kind by the Corporationdischarge of, the Trustee, any Holder Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (iq) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameNotes, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Each Guarantor agrees that the its guarantee contained in this Subordinated Guarantee is constitutes a guarantee of payment and that the Guarantor’s obligation to pay when due of the Guaranteed Obligations hereunder and not of collection, which will be paid strictly in accordance with the terms of the Loan Documents to the fullest extent permitted by applicable law. The obligations of each Guarantor under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other obligations of any Borrower or any other Guarantor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce this Guarantee, irrespective of whether any action is brought against any Borrower or any Guarantor or whether any Borrower or any Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guarantee shall be primaryirrevocable, absolute and unconditional and, without limiting the generality of the foregoing, and shall not be releasedaffected or impaired by any circumstance or occurrence whatsoever irrespective of, discharged and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or otherwise affected bythe release of this Guarantee in accordance with any relevant release provisions in the Loan Documents) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligationsenforceability, renewalat any time, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture Loan Document (including this Guarantee) or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower or any Guarantor under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Borrower, any Guarantor or any Debentureof their respective Subsidiaries or otherwise; (c) any change in change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporationany Borrower, any Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenturetheir respective Subsidiaries; (d) the existence any failure of any defenseLender to disclose to the Company any information relating to the business, claimcondition (financial or otherwise), set-off operations, performance, properties or other rights which the Guarantor may have at prospects of any time against the Corporation, the Trustee, any Holder Borrower or any other Person, whether in connection herewith Guarantor now or any unrelated transactionshereafter known to such Lender; (e) the failure of any invalidityother Person to execute or deliver this Guarantee, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof Guarantee Supplement (as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture hereinafter defined) or any other amount payable by guarantee or agreement or the Corporation under release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the IndentureGuaranteed Obligations; (f) any other act rescission, waiver, amendment or omission to act modification of, or delay any release from any of any kind by the Corporation, the Trusteeterms or provisions of, any Holder Loan Document or any other Person or agreement, including with respect to any other circumstance whatsoever which might, but for the provisions of Guarantor under this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderGuarantee; (g) any contest by the Corporation invalidity, rescission, irregularity or unenforceability of all or any Person as to the amount part of the Guaranteed Obligations;; or (h) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower, any Guarantor or any other guarantor or surety. This Guarantee shall continue to be effective or be reinstated, as the failure to enforce the provisions case may be, if at any time any payment or any part thereof, of any Debenture of the Guaranteed Obligations is rescinded or the Indenture; or (i) the recovery of must otherwise be returned by any judgment against the Corporation Lender or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Borrowers, any Guarantor or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantee.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Secured Obligations will be paid strictly in accordance with the terms of the Secured Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Noteholder with respect thereto. The obligations of Subsidiary Guarantor under this Guarantee are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against Subsidiary Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other Subsidiary Guarantor or whether Parent or any other Subsidiary Guarantor is joined in any such action or actions. This Guarantee constitutes a guaranty of payment when due and not of collection or of performance, and each Subsidiary Guarantor specifically agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and it shall not be necessary or required that the Guarantor’s obligation Noteholder exercise any right, assert any claim or demand, or enforce any remedy whatsoever against Parent before or as a condition to pay the Guaranteed Obligations hereunder obligations of each Subsidiary Guarantor hereunder. The liability of each Subsidiary Guarantor under this Guarantee constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and Subsidiary Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of validity or enforceability of the time or times for the payment of the Guaranteed ObligationsSecured Note, renewalother Transaction Documents, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or supplement any consent to departure from the Indenture or Secured Note, including, without limitation, any Debentureincrease in the Secured Obligations except as otherwise expressly agreed in writing by Noteholder; (c) any change in the corporate existencetaking, structure exchange, release, subordination or ownership non-perfection of the Corporationany Collateral, or any insolvencytaking, bankruptcyrelease or amendment or waiver of or consent to departure from any other guarantee, reorganization or other similar proceeding affecting the Corporation or its assets for all or any resulting release or discharge of any obligation of the Corporation contained Secured Obligations except as otherwise expressly agreed in the Indenture or any Debenturewriting by Noteholder; (d) any change, restructuring, merger, or termination of the corporate structure or existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactionsParent; (e) any invalidityamendment to, illegalityrescission, irregularity waiver, or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporationother modification of, or any provision of applicable law or regulation purporting consent to prohibit the payment by the Corporation departure from, any of the principal, premium, if any, interest or redemption price, if any, on any Debenture terms of the Secured Note or any other amount payable Transaction Document except as otherwise expressly agreed in writing by the Corporation under the IndentureNoteholder; (f) any other act reduction, limitation, impairment, or omission termination of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration, or compromise except as otherwise expressly agreed in writing by Noteholder, and shall not be subject to act (and each Subsidiary Guarantor hereby waives any right to or delay claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of any kind by the Corporationinvalidity, the Trusteeillegality, any Holder nongenuineness, irregularity, compromise, unenforceability of, or any other Person event or any other circumstance whatsoever which mightoccurrence affecting, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder;Secured Obligations; or (g) any contest by the Corporation other circumstance (including, without limitation, any statute of limitations) or any Person existence of or reliance on any representation by Noteholder that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guarantee shall continue to be effective or be reinstated, as to the amount case may be, if at any time any payment of any of the Guaranteed Obligations; Secured Obligations is rescinded or must otherwise be returned by Noteholder, the Noteholder or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (h) the failure to enforce the provisions and whether as a result of any Debenture demand, settlement, litigation or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the sameotherwise), all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees Company guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Administrative Agent with respect thereto. The Obligations of the Company under this Article X are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Article X, irrespective of whether any action is brought against any Borrowing Subsidiary or whether any Borrowing Subsidiary is joined in any such action or actions. The liability of the Company under this guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting and the generality Company hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture this Agreement or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to the Indenture or any Debenturedeparture from this Agreement; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of the Corporation, any collateral or any insolvencytaking, bankruptcyrelease or amendment or waiver of or consent to departure from any other guaranty, reorganization or other similar proceeding affecting the Corporation or its assets for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hd) any change, restructuring or termination of the failure to enforce the provisions corporate structure or existence of any Debenture or the IndentureBorrowing Subsidiary; or (ie) any other circumstance (including any statute of limitations to the recovery fullest extent permitted by applicable Law) which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrowing Subsidiary or a guarantor, other than the defense of payment in full of the Guaranteed Obligations. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any action to enforce Lender, the sameL/C Issuer or the Administrative Agent upon the insolvency, bankruptcy or reorganization of any Borrowing Subsidiary or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees Parent guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Agreement, regardless of any law or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Administrative Agent with respect thereto. The Obligations of the Parent under this Article X are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Parent to enforce this Article X, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Parent under this guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting and the generality Parent hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligationsthis Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture other Loan Document or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to departure from this Agreement (other than this Article X) (provided that nothing in this clause (b) shall modify any right that the Parent has to approve amendments to the Indenture or any DebentureLoan Documents); (c) any change in taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation Borrower or any of its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;Borrower under this Agreement; or (e) any invalidityother circumstance (including, illegalitywithout limitation, irregularity or unenforceability for any reason statute of limitations to the Indenture or any Debenture or in any part thereof as regards the Corporationfullest extent permitted by applicable law) which might otherwise constitute a defense available to, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of, the Parent or defense of the Guarantor’s obligations hereunder; Borrower (g) any contest by other than a discharge arising from the Corporation or any Person as to the amount payment in full of the Guaranteed Obligations; (h) ). This guaranty shall continue to be effective or be reinstated, as the failure to enforce the provisions case may be, if at any time any payment of any Debenture of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Indenture; or (i) Administrative Agent upon the recovery insolvency, bankruptcy or reorganization of any judgment against the Corporation Parent or any action to enforce the sameotherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee This is a guarantee of payment and not of collection. Each Guarantor guarantees that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guarantee are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Company or any other Loan Party or whether the Company or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Loan Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of the Corporationany Collateral or any other collateral, or any insolvencytaking, bankruptcyrelease or amendment or waiver of, reorganization or consent to departure from, any other similar proceeding affecting the Corporation or its assets guarantee, for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hd) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its subsidiaries; (f) any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties, contingent liabilities, material agreements or prospects of any other Loan Party now or hereafter known to such Lender Party (each Guarantor waiving any duty on the part of the Lender Parties to disclose such information); (g) the failure to enforce the provisions of any Debenture other Person to execute or deliver this Guarantee, any Guarantee Supplement (as hereinafter defined) or any other guarantee or agreement or the Indenturerelease or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (ih) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guarantee shall continue to be effective or be reinstated, as the recovery case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization of the Company or any other Loan Party or otherwise, all as though such payment had not been made.

Guarantee Absolute. The Guarantor agrees (a) Each of the Guarantors jointly and ----------------- severally guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee all of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Finance Documents, regardless of any Requirements of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any of the Guaranteed Parties with respect thereto. The Obligations of each of the Guarantors under this Guarantee are independent of the Guaranteed Obligations or any other Obligations of any of the other Loan Parties under or in respect of the Finance Documents, and a separate action or actions may be brought and prosecuted against each of the Guarantors to enforce this Guarantee, irrespective of whether any action is brought against any of the other Loan Parties or whether any of the other Loan Parties is joined in any such action or actions. The liability of each of the Guarantors under this Guarantee shall be primaryabsolute, absolute unconditional and unconditional andirrevocable irrespective of, without limiting the generality and each of the foregoingGuarantors hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, shall not be released, discharged or otherwise affected byany and all of the following: (ai) any extension lack of validity or enforceability of any of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture Finance Documents or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (cii) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, all or any of the CorporationGuaranteed Obligations or any other Obligations of any of the other Loan Parties under or in respect of the Finance Documents, or any insolvency, bankruptcy, reorganization other amendment or other similar proceeding affecting the Corporation or its assets waiver of or any resulting release or discharge of consent to departure from any obligation of the Corporation contained Finance Documents (including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any of the Loan Parties or any Debentureof their respective Subsidiaries or otherwise); (diii) the existence any taking, exchange, release or nonperfection of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporationcollateral, or any provision of applicable law taking, release or regulation purporting amendment or waiver of, or consent to prohibit the payment by the Corporation of the principaldeparture from, premiumany other guarantee, if any, interest or redemption price, if any, on any Debenture for all or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (hiv) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any of the property and assets of any of the other Loan Parties or any of their respective Subsidiaries for all or any of the Guaranteed Obligations or any other Obligations of any of the Loan Parties under or in respect of the Finance Documents; (v) any change, restructuring or termination of the legal structure or existence of any of the other Loan Parties or any of their respective Subsidiaries; (vi) any failure of any of the Guaranteed Parties to disclose to any of the Loan Parties any information relating to the business, condition (financial or otherwise), operations, liabilities (actual or contingent), properties or prospects of any of the other Loan Parties now or hereafter known to such Guaranteed Party; (vii) the failure to enforce the provisions of any Debenture other Person to execute this Guarantee or any other guarantee or agreement or the Indenturerelease or reduction of liability of any of the other Guarantors or any other guarantor or surety with respect to the Guaranteed Obligations; or (viii) any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any representation by the Administrative Agent or any of the Guaranteed Parties) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any of the other Loan Parties or any other guarantor or surety. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any of the Guaranteed Parties or by any other Person upon the insolvency, bankruptcy or reorganization of any of the Loan Parties or otherwise, all as though such payment had not been made, and each of the Guarantors hereby unconditionally and irrevocably agrees that it will jointly and severally indemnify the Administrative Agent and each of the Guaranteed Parties, upon demand, for all of the costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such Guaranteed Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, a fraudulent transfer or a similar payment under any bankruptcy, insolvency or similar Requirements of Law. (b) Each of the Guarantors hereby further agrees that, as between such Guarantor, on the one hand, and the Administrative Agent and the Guaranteed Parties, on the other hand, (i) the recovery Guaranteed Obligations of such Guarantor may be declared to be forthwith due and payable as provided in Section 6.01 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 6.01 of the Credit Agreement) for all purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of any judgment of the Loan Parties guaranteed hereunder (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the Corporation event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 6.01 of the Credit Agreement, such Guaranteed Obligations (whether or not due and payable by any action to enforce the sameother Person) shall forthwith become due and payable by such Guarantor for all purposes of this Guarantee.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder Debt Securities shall be primarypaid or performed strictly in accordance with the terms of the Debt Securities and this Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Debtholder with respect thereto. The obligations of each Guarantor under its Guarantee are independent of the obligations of Baytex under the Debt Securities and this Indenture, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce its Guarantee, irrespective of whether any action is brought against Baytex or any other Guarantor or whether Baytex or any other Guarantor is joined in any such action or actions. The liability of each Guarantor under its Guarantee shall be absolute and unconditional and, without limiting and the generality liability and obligations of the foregoing, such Guarantor hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders this Indenture or the Trustee in Debt Securities with respect of any obligation of the Corporation under the Indenture to Baytex or any Debenture, by operation of law Guarantor or otherwiseany agreement or instrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of or supplement any consent to departure from this Indenture, including any increase in the Indenture Obligations resulting from the extension of additional credit to Baytex or any Debentureotherwise; (c) the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or the Debt Securities; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Indenture Obligations; (e) any failure, omission, delay by or inability on the part of the Indenture Trustee or the Debtholders to assert or exercise any right, power or remedy conferred on the Indenture Trustee or the Debtholders in this Indenture or the Debt Securities; (f) any change in the corporate existencestructure, structure or ownership termination, dissolution, amalgamation, consolidation or merger of Baytex or any Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of Baytex or any Guarantor, the marshalling of the Corporation, assets and liabilities of Baytex or any Guarantor, the receivership, insolvency, bankruptcy, reorganization assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceeding proceedings affecting the Corporation or its assets Baytex or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the CorporationGuarantor, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay assets of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderthem; (g) the assignment of any contest by right, title or interest of the Corporation Indenture Trustee or any Person as Debtholder in this Indenture or the Debt Securities to the amount of the Guaranteed Obligations;any other Person; or (h) any other event or circumstance (including any statute of limitations), whether foreseen or unforeseen and whether similar or dissimilar to any of the failure foregoing, that might otherwise constitute a defense available to, or a discharge of, Baytex or a Guarantor, other than payment in full of the Indenture Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to enforce this Indenture or the provisions Securities. The Guarantee of each Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Debenture of the Indenture Obligations is rescinded or must otherwise be returned by any Debtholder or the Indenture; or Indenture Trustee upon the insolvency, bankruptcy or reorganization of Baytex or otherwise, all as though such payment had not been made. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor, on the one hand, and the Debtholders and the Indenture Trustee, on the other hand: (i) the recovery Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby; and (ii) in the event of any judgment against acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Corporation or any action to enforce Guarantor for the samepurpose of this Guarantee.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and not of collection or collectibility, and that the Guarantor’s obligation to pay obligations of the Guaranteed Obligations Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension of the time or times for the payment of the Guaranteed Obligationsextension, renewal, settlement, compromise, waiver, indulgence waiver or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation JHNY under the Indenture Contracts, or any Debenture, by operation of law or otherwise; (bii) any modification modification, amendment, supplement, endorsement or amendment of or supplement rider to the Indenture or any DebentureContracts; (ciii) any change in the corporate existence, structure or ownership of the CorporationJHNY, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation JHNY or its assets or any resulting release or discharge of any obligation of the Corporation JHNY contained in the Indenture or any DebentureContracts; (div) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the CorporationJHNY, the Trustee, any Holder or any other Personperson, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or with respect to obligations of the Guarantor other than obligations hereunder; (ev) any invalidity, illegality, irregularity invalidity or unenforceability relating to or against JHNY for any reason of under the Indenture or any Debenture or in any part thereof as regards the CorporationContracts, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation JHNY of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation JHNY under the Indenture;Contracts; or (fvi) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder JHNY or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s 's obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment shall be continuing, and Guarantor guarantees that the Guarantor’s obligation to pay Guaranteed Amounts will be paid and performed strictly in accordance with the Guaranteed Obligations hereunder terms of this Agreement. The obligations of the Guarantor shall be primarycontinuing and irrevocable, absolute and unconditional andunconditional, primary and original and immediate and not contingent and shall remain in full force and effect without limiting the generality of the foregoing, shall regard to and not be released, discharged or otherwise in any way affected by: by any circumstance or condition (a) any extension of the time or times for the other than by payment in full of the Guaranteed ObligationsAmounts) including, renewalwithout limitation, settlementthe occurrence of any one or more of the following: 2.4.1. any lack of validity or enforceability of any of the Guaranteed Amounts under this Agreement or any other Series Securitization Document or any document entered into in connection with the transactions contemplated thereby, compromiseany provision thereof, waiver, indulgence or release granted to the Corporation by the Holders any other agreement or instrument relating thereto or the Trustee in respect absence of any obligation of action to enforce the Corporation under the Indenture or any Debenture, by operation of law or otherwisesame; (b) 2.4.2. any modification failure, omission, delay or amendment lack on the part of any party to enforce, assert or supplement to the Indenture exercise any right, power, privilege or any Debentureremedy conferred under Series Securitization Documents; (c) 2.4.3. any change in the corporate existencetime, structure manner or ownership place of performance or of payment, or in any other term of, all or any of the CorporationGuaranteed Amounts, or any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of any of the Series Securitization Documents or any document entered into in connection with the transactions contemplated thereby, provided that such change, modification supplement, amendment, waiver or consent to departure have been entered into or provided in accordance with the terms of such Series Securitization Document (or any document entered into in connection with the transactions contemplated thereby); 2.4.4. any bankruptcy, suspension of payments, insolvency, bankruptcysale of assets, winding up, dissolution, liquidation, receivership or reorganization of, or other similar proceeding affecting proceedings involving the Corporation Borrower or its assets or any resulting release or discharge of any obligation of the Corporation contained Guaranteed Amounts; 2.4.5. any failure or delay in the Indenture enforcement of the Guaranteed Amounts of any Person under the Series Securitization Documents or any Debenture;document entered into in connection with the transactions contemplated by the Series Securitization Documents or any provision thereof; or (d) 2.4.6. any set off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Guaranteed Amounts and, to the existence extent permitted by applicable law, irrespective of any defense, claim, set-off other circumstances that might otherwise limit recourse by or other rights which the against either Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained Senior Preferred Share Obligations will be paid strictly in accordance with the terms of the Senior Preferred Shares and this Subordinated Guarantee is a guarantee within the time required by Section 2.1, regardless of payment and that any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the Guarantor’s obligation to pay rights of the Guaranteed Obligations hereunder Holders with respect thereto. The liability of the Guarantor under this Guarantee shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extension of the time sale, transfer or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation assignment by the Holders or the Trustee in respect any Holder of any obligation of the Corporation under the Indenture Senior Preferred Shares or any Debentureright, by operation title, benefit or interest of law such Holder therein or otherwisethereto; (b) any modification amendment or amendment of change in or supplement to the Indenture to, or any Debenturewaiver of, any of the terms of the Senior Preferred Shares; (c) any change in the corporate existencename, structure objects, constitution, capacity, capital or ownership the constating documents of the Guarantor or the Corporation; (d) any partial payment by the Corporation, or any insolvencyrelease or waiver, bankruptcyby operation of law or otherwise, reorganization of the performance or other similar proceeding affecting observance by the Corporation or its assets or any resulting release or discharge of any obligation of express or implied agreement, covenant, term or condition relating to the Corporation contained in the Indenture Senior Preferred Shares to be performed or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against observed by the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability the extension of time for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture all or any portion of the Senior Preferred Share Obligations or the extension of time for the performance of any other amount payable by obligation under, arising out of, or in connection with, the Corporation under the IndentureSenior Preferred Shares; (f) any other act failure, omission, delay or omission lack of diligence on the part of the Holders to act enforce, assert or delay exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Senior Preferred Shares, or any action on the part of the Corporation granting indulgence or extension of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderkind; (g) any contest by the Corporation or any Person as subject to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, winding up, merger or amalgamation of the Corporation or the Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation or the Guarantor, any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, any reorganization, moratorium, arrangement or composition with creditors, or any readjustment of debt of, or other proceedings affecting the Corporation, the Guarantor or any of the assets of the Corporation or the Guarantor; (h) any circumstance, act or omission that would prevent subrogation operating in favour of the Guarantor; (i) any invalidity of, or defect or deficiency in, the Senior Preferred Shares or this Guarantee; (j) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (k) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation or the Guarantor in respect of any of the Senior Preferred Share Obligations (other than, and to the extent of, the payment or satisfaction thereof), it being the intent of the Guarantor that its obligations in respect of the Senior Preferred Share Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Senior Preferred Share Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Corporation or any other Persons or to take any other action before being entitled to enforce demand payment from the sameGuarantor hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of the Guarantor with respect to the happening of any of the foregoing.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee’s or the Holders’ acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, if any, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any such collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company’s or any Guarantor’s business or any part thereof; (m) subject to Section 13.14, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Corporation, Company or any Guarantor; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 13.14, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fp) any other act circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or omission to act or delay of any kind by the Corporationdischarge of, the Trustee, any Holder Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (iq) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Guarantor agrees guarantees that the guarantee contained Guaranteed ------------------ Obligations will be paid strictly in accordance with the terms of the Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto. The liability of the Guarantor under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extension lack of validity or enforceability of the time Agreement or times for any other agreement or instrument relating thereto (whether executed by the payment Borrower, the Guarantor or any other party) or avoidance or subordination of any of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to departure from the Indenture Agreement or any Debentureother agreement or instrument relating thereto (whether executed by the Borrower, the Guarantor or any other party); (c) the absence of any change in attempt to collect the corporate existence, structure or ownership of Guaranteed Obligations from the Corporation, Borrower or any insolvency, bankruptcy, reorganization other action to enforce the same or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge election of any obligation of remedy by the Corporation contained in the Indenture or any DebentureBank; (d) the existence bankruptcy, insolvency, winding-up, or reorganization of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporationsimilar proceeding involving, the Trustee, any Holder Borrower or any other Person, whether in connection herewith or any unrelated transactionsthe Guarantor; (e) the disallowance under the relevant provisions of any invalidity, illegality, irregularity applicable law of all or unenforceability for any reason portion of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation claims of the principal, premium, if any, interest Bank for payment or redemption price, if any, on any Debenture or any other amount payable by performance of the Corporation under the IndentureGuaranteed Obligations; (f) any other act the waiver, consent, extension, forbearance or omission to act or delay granting of any kind indulgence by the Corporation, Bank with respect to any provision of the Trustee, any Holder Agreement or any other Person agreement or instrument relating thereto (whether executed by the Borrower, the Guarantor or any other party), or (g) any other circumstance whatsoever which might, but for the provisions of this paragraph, might otherwise constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by Borrower, the Corporation Guarantor or any Person as to the amount other guarantor (other than indefeasible payment in full of the Guaranteed Obligations; (h) the failure to enforce the provisions Obligations and in respect of any Debenture or the Indenture; or (i) the recovery applicable statute of any judgment against the Corporation or any action to enforce the samelimitations).

Guarantee Absolute. The Guarantor agrees Company guarantees that the Designated Subsidiary Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent with respect thereto. The obligations of the Company under this Article VII are independent of the Designated Subsidiary Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Article VII, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, irrevocable absolute and unconditional andirrespective of, without limiting and the generality Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture this Agreement or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Designated Subsidiary Obligations, or any other amendment or waiver of or supplement any consent to the Indenture or any Debenturedeparture from this Agreement; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureDesignated Subsidiary Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;Borrower; or (e) any invalidityother circumstance, illegality(including, irregularity without limitation, any statute of limitations to the fullest extent permitted by applicable law) which might otherwise constitute a defense available to, or unenforceability for a discharge of, the Company, any reason other Borrower or a guarantor. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indenture Designated Subsidiary Obligations is rescinded or must otherwise be returned by any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principalLenders or the Agent upon the insolvency, premium, if any, interest bankruptcy or redemption price, if any, on any Debenture or reorganization of any other amount payable by the Corporation under the Indenture; (f) any other act Borrower or omission to act or delay of any kind by the Corporationotherwise, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person all as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the samethough such payment had not been made.

Guarantee Absolute. The Guarantor agrees that obligations of the guarantee contained in Guarantors under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be Article XII are primary, absolute and unconditional andunconditional, without limiting the generality joint and several, irrespective of the foregoingvalue, shall not be releasedgenuineness, discharged validity, regularity or otherwise affected by: (a) any extension enforceability of the time or times for the payment obligations of the Guaranteed ObligationsLoan Parties under this Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture other Loan Documents or any Debenture, by operation of law other agreement or otherwise; (b) any modification instrument referred to herein or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationtherein, or any insolvencysubstitution, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge exchange of any obligation other guarantee of or security for any of the Corporation contained in Obligations, and, to the Indenture or any Debenture; (d) the existence fullest extent permitted by applicable law, irrespective of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guarantor’s Obligations, it being the intent of this Section 12.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances and shall apply to any and all Obligations now existing or in the future arising. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge, terminate, alter or impair the liability of the Guarantors hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (gii) any contest by of the Corporation acts mentioned in any of the provisions of this Agreement, the other Loan Documents or any Person as other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any application by any member of the Lender Group of the proceeds of any other guaranty of or insurance for any of the Obligations to the amount payment of any of the Guaranteed Obligations; (hv) any settlement, compromise, release, liquidation or enforcement by any member of the Lender Group of any of the Obligations; (vi) the failure to enforce giving by any member of the provisions Lender Group of any Debenture consent to the merger or consolidation of, the Indenturesale of substantial assets by, or other restructuring or termination of the corporate existence of, the Borrower or any other Person, or to any Disposition of any Securities by the Borrower or any other Person; (vii) the exercise by any member of the Lender Group of any of their rights, remedies, powers and privileges under the Loan Documents; (viii) the entering into any other transaction or business dealings with the Borrower or any other Person; or (iix) any combination of the recovery of any judgment against the Corporation or any action to enforce the sameforegoing.

Guarantee Absolute. The liability of each Guarantor agrees that the guarantee contained in under this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: irrespective of: (a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, the CorporationCredit Agreement or the Obligations, or any insolvency, bankruptcy, reorganization other amendment or other similar proceeding affecting the Corporation or its assets waiver of or any resulting consent to departure from any of the terms of the Credit Agreement or the Obligations, including any increase or decrease in the rate of interest thereon; (b) any release or discharge amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-perfection of any obligation collateral, for the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Corporation contained in Credit Agreement or the Indenture or any Debenture; Obligations; (d) without being limited by the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteeforegoing, any Holder lack of validity or any other Person, whether in connection herewith enforceability of the Credit Agreement or any unrelated transactions; the Obligations; (e) any invalidityother setoff, illegality, irregularity defense or unenforceability for any reason of the Indenture or any Debenture or counterclaim whatsoever (in any part thereof as regards the Corporationcase, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principalwhether based on contract, premium, if any, interest or redemption price, if any, on any Debenture tort or any other amount payable by theory) with respect to the Corporation under Credit Agreement or the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever transactions contemplated thereby which might, but for the provisions of this paragraph, might constitute a legal or equitable defense available to, or discharge of, the Borrower or other Guarantors (other than in each case, a defense of payment in full of the Guarantor’s obligations hereunder; Obligations) and (gf) any contest claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other prohibition or event, in which case each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of the Corporation or any Person as maximum liability of each Guarantor hereunder in accordance with Section 2 and to the amount extent permitted by applicable law, and the recipient of such payment, if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the Guaranteed Obligations; (h) the failure to enforce the provisions refund of any Debenture excess amounts. If any such rebate or refund is ever required, all other Guarantors shall be fully liable for the Indenture; or (i) repayment thereof to the recovery of any judgment against the Corporation or any action to enforce the samemaximum extent allowed by applicable law.

Guarantee Absolute. The Guarantor agrees Each of the Guarantors guarantees that the guarantee contained Obligations will be paid strictly in accordance with the terms of this Subordinated Guarantee is a guarantee Agreement, regardless of payment and that any Law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Guarantor’s obligation to pay rights of the Guaranteed Obligations hereunder Agent or the Lenders with respect thereto. The liability of each of the Guarantors under this Agreement shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (ai) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation provisions of the Corporation under the Indenture any Loan Document or any Debenture, by operation of law other agreement or otherwiseinstrument relating to this Agreement; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (cii) any change in the corporate existencetime, structure manner or ownership place of payment of or in any other term of, all or any of the CorporationObligations or any other amendment, restatement or waiver of or any consent to departure from this Agreement; (iii) any exchange, release or non-perfection of any collateral or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (iv) the reconstruction, reorganization, consolidation, amalgamation or merger of the Company or the Borrowing Subsidiary with or into any other Person, or any insolvencythe transfer, bankruptcysale, reorganization lease or other similar proceeding affecting disposition by the Corporation Company or the Borrowing Subsidiary of all or substantially all of its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or business to any other Person, whether or not affected in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for compliance with the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the IndentureAgreement; or (iv) any other circumstance which might otherwise constitute a defence available to, or a discharge of, the recovery Company, the Borrowing Subsidiary or a guarantor. The liability of each of the Guarantors under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Obligations is rescinded or must otherwise be returned by the Agent or any action to enforce Lender upon the sameinsolvency, bankruptcy or reorganization or otherwise of the Company or the Borrowing Subsidiary, all as though such payment had not been made.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities; (c) the taking of security from the Company, waiverany Guarantor or any other Person, indulgence and the release, discharge or release granted alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee's or the Holder's acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations; (j) the Indenture release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (ck) any change in the name, business, capital structure or governing instrument of the Company or any Guarantor or any refinancing or restructuring of any of the Indenture Obligations; (l) the sale of the Company's or any Guarantor's business or any part thereof; (m) subject to Section 1314 hereof, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate or other existence, structure or ownership of the Corporation, Company or any Guarantor; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor or the Indenture loss of corporate or any Debentureother existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 1314 hereof, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fp) any other act circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or omission to act or delay of any kind by the Corporationdischarge of, the Trustee, any Holder Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (iq) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Guarantor agrees Seller Parent hereby guarantees that the guarantee contained Guaranteed Seller Obligation will be paid, strictly in accordance with the terms of this Subordinated Guarantee is Agreement. The obligations of Seller Parent under this Agreement constitute a guarantee present and continuing guaranty of payment payment, and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder not of performance, collection or collectability. The liability of Seller Parent under this Agreement shall be primaryabsolute, absolute unconditional, present, continuing, and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrevocable irrespective of: (ai) any extension assignment or other transfer of this Agreement or any of the time or times for the payment rights thereunder of the Guaranteed ObligationsSeller Parent; (ii) any amendment, waiver, renewal, settlement, compromise, waiver, indulgence extension or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law consent to or otherwisedeparture from or other action or inaction related to this Agreement; (biii) any modification acceptance by Buyer of partial payment or amendment of performance from Seller Parent or supplement to the Indenture or any DebentureSeller; (civ) any change in the corporate existencebankruptcy, structure insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or ownership of the Corporationother like proceeding relating to Seller Parent or Seller or any action taken with respect to this Agreement by any trustee or receiver, or by any insolvencycourt, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or in any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenturesuch proceeding; (dv) any absence of any notice to, or knowledge of, Seller Parent, of the existence or occurrence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture matters or any Debenture or events set forth in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; foregoing subsections (fi) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; through (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indentureiv); or (ivi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of Seller Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the recovery invalidity, illegality or unenforceability of any judgment against the Corporation Guaranteed Seller Obligation or any action to enforce the sameotherwise.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of the Finance Documents. The Guaranteed Obligations of each Guarantor under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Finance Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrower or any other Obligor or whether the Borrower or any other Obligor is joined in any such action or actions. The liability of each Guarantor under this Guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting and each Guarantor hereby irrevocably waives, to the generality maximum extent permitted by applicable law, any defenses it may now have or hereafter acquire arising out of or in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Finance Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Finance Documents, or any other amendment or waiver of or supplement any consent to or departure from any Finance Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Obligor or any Debentureof its Subsidiaries or otherwise; (c) any change in the corporate existencetaking, structure exchange, release or ownership non-perfection of the Corporationany Collateral or any other collateral, or any insolvencytaking, bankruptcyrelease or amendment or waiver of, reorganization or consent to or departure from, any other similar proceeding affecting the Corporation or its assets guaranty, for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureGuaranteed Obligations; (d) the existence any manner of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder application of Collateral or any other Personcollateral, whether in connection herewith or proceeds thereof, to all or any unrelated transactionsof the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Obligor under the Finance Documents or any other assets of any Obligor or any of its Subsidiaries; (e) any invaliditychange, illegality, irregularity restructuring or unenforceability for any reason termination of the Indenture corporate structure or existence of any Obligor or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indentureits Subsidiaries; (f) any other act or omission to act or delay failure of any kind by Secured Party to disclose to any Obligor any information relating to the Corporationbusiness, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Guarantor waiving, to the Trusteemaximum extent permitted under applicable law, any Holder or any other Person or any other circumstance whatsoever which might, but for duty on the provisions of this paragraph, constitute a legal or equitable discharge or defense part of the Guarantor’s obligations hereunderSecured Parties to disclose such information); (g) the failure of any contest by the Corporation other Person to execute or deliver this Guarantee, any Guarantee Supplement (as hereinafter defined) or any Person as other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the amount of the Guaranteed Obligations; (h) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the failure to enforce the provisions rights of any Debenture or Secured Party with respect to the IndentureFinance Documents; or (i) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Obligor or any other guarantor or surety (other than the recovery payment in full in cash of the Guaranteed Obligations). This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization of the Borrower or any other Obligor or otherwise, all as though such payment had not been made.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Notes and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Notes, or any agreement or instrument relating to either of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Notes, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee's or the Holders' acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any Collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Notes or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company's or any Guarantor's business or any part thereof; (m) subject to Section 10.14, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Corporation, Company or any Guarantor; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 10.14, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fp) any other act circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or omission to act or delay of any kind by the Corporationdischarge of, the Trustee, any Holder Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (iq) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameNotes, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall of such Guarantor will be primarypaid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Credit Party with respect thereto. The Obligations of each Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional andguarantee of payment when due, without limiting the generality and not of collection, by each Guarantor jointly and severally with each other Guarantor of the foregoingObligations of the Borrower or any other Guarantor. The liability of each Guarantor under this Agreement shall be irrevocable, shall not be releasedabsolute and unconditional irrespective of, discharged and each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable Law, any defenses it may now have or otherwise affected byhereafter acquire in any way relating to, any or all of the following: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect enforceability of any obligation of the Corporation under the Indenture Loan Document or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Indenture Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any Debentureof its Subsidiaries or otherwise; (c) any change in the corporate existencetaking, structure release, subordination or ownership of the Corporationamendment or waiver of, or consent to departure from, any insolvencyother guarantee, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets for all or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. (a) The Guarantor agrees guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall will be primary, absolute and unconditional and, without limiting paid strictly in accordance with the generality terms of the foregoingFinancing Documents, shall not be releasedregardless of any law, discharged regulation or otherwise affected by: (a) order now or hereafter in effect in any extension jurisdiction affecting any of such terms or the rights of the time or times for Secured Parties with respect thereto. The obligations of the payment Guarantor under this Guarantee Agreement are independent of the Guaranteed Obligations, renewaland a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee Agreement, settlementirrespective of whether any action is brought against the Borrower or any Other Credit Party or whether the Borrower or any Other Credit Party is joined in any such action or actions. This Guarantee Agreement is an absolute and unconditional guaranty of payment when due, compromiseand not of collection, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation Guarantor of the Corporation under Guaranteed Obligations in each and every particular. The obligations of the Indenture Guarantor hereunder are several from those of the Borrower and are primary obligations concerning which the Guarantor is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any Debentureaction to reduce, by operation of law collect or otherwise;enforce the Guaranteed Obligations. (b) This Guarantee Agreement shall continue to be effective or be reinstated, as the case may be, if at any modification time any payment of any of the Guaranteed Obligations is rescinded or amendment of or supplement to must otherwise be returned by the Indenture Administrative Agent or any Debenture;other Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. (c) any change in the corporate existence, structure or ownership The obligations of the CorporationGuarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any insolvencyreason, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) including the existence of any defense, claim, set-off or other rights right which the Guarantor may have at any time against the CorporationBorrower or any Other Credit Party, the Trustee, any Holder Administrative Agent or other Secured Party or any other Personcorporation or person, whether in connection herewith or any unrelated transactions; (e) ; provided, that, nothing herein shall prevent the assertion of any invalidity, illegality, irregularity such claim by separate suit or unenforceability for any reason counterclaim. Without limiting the generality of the Indenture or any Debenture or in any foregoing, the Guarantor's liability shall extend to all amounts that constitute part thereof as regards of the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment Guaranteed Obligations and would be owed by the Corporation of the principal, premium, if any, interest or redemption price, if any, on Borrower to any Debenture or any other amount payable by the Corporation Secured Party under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, Financing Documents but for the provisions of this paragraph, constitute a legal fact that they are unenforceable or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as not allowable due to the amount existence of a bankruptcy, reorganization or similar proceeding involving the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the sameBorrower.

Guarantee Absolute. The Guarantor agrees that the its guarantee contained in this Subordinated Guarantee is constitutes a guarantee of payment and that the Guarantor’s obligation to pay when due of the Guaranteed Obligations hereunder and not of collection, which will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender with respect thereto. The obligations of the Guarantor under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other obligations of the Borrower under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guarantee shall be primaryirrevocable, absolute and unconditional and, without limiting the generality of the foregoing, and shall not be releasedaffected or impaired by any circumstance or occurrence whatsoever irrespective of, discharged and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or otherwise affected bythe release of this Guarantee in accordance with any relevant release provisions in the Loan Documents) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any extension lack of the time validity or times for the payment of the Guaranteed Obligationsenforceability, renewalat any time, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture Loan Document (including this Guarantee) or any Debenture, by operation of law agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of the Borrower under or in respect of the Loan Documents, or any other amendment or waiver of or supplement any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Indenture Borrower or any Debentureof its Subsidiaries or otherwise; (c) any change in change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or of its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureSubsidiaries; (d) the existence any failure of any defenseLender to disclose to the Borrower any information relating to the business, claimcondition (financial or otherwise), set-off operations, performance, properties or other rights which prospects of the Guarantor may have at any time against the Corporation, the Trustee, any Holder Borrower now or any other Person, whether in connection herewith or any unrelated transactionshereafter known to such Lender; (e) the failure of any invalidity, illegality, irregularity other Person to execute or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture deliver this Guarantee or any other amount payable by agreement or the Corporation under release or reduction of liability of the IndentureGuarantor or any other guarantor or surety with respect to the Guaranteed Obligations; (f) any other act rescission, waiver, amendment or omission to act modification of, or delay any release from any of any kind by the Corporation, the Trusteeterms or provisions of, any Holder Loan Document or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderagreement; (g) any contest by payment made to any secured creditor on the Corporation Debt which any Lender repays the Borrower or any Person as other Lender pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the amount deferral or modification of the Guaranteed Obligationsits obligations hereunder by reason of any such proceeding; (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the failure to enforce the provisions Guaranteed Obligations or of any Debenture or the Indenturesecurity therefor; or (i) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a discharge of, the recovery Borrower or any other guarantor or surety. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any judgment against of the Corporation Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or any action to enforce other Person upon the sameinsolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Borrower or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantee.

Guarantee Absolute. The Guarantor Company agrees that the guarantee ------------------ contained in this Subordinated Guarantee Agreement is a guarantee of payment and not of collection or collectibility, and that the Guarantor’s obligation to pay obligations of the Guaranteed Obligations Company hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension of the time or times for the payment of the Guaranteed Obligationsextension, renewal, settlement, compromise, waiver, indulgence waiver or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation JHCC under the Indenture Credit Agreement or any DebentureNote, by operation of law or otherwise; (bii) any modification or amendment of or supplement to the Indenture Credit Agreement or any DebentureNote; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of JHCC under the Credit Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the CorporationJHCC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation JHCC or its assets or any resulting release or discharge of any obligation of the Corporation JHCC contained in the Indenture Credit Agreement or any DebentureNote; (dv) the existence of any defense, claim, set-off or other rights which the Guarantor company may have at any time against the CorporationJHCC, the TrusteeAgent, any Holder Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim -------- by separate suit or compulsory counterclaim or with respect to obligations of the Company other than obligations hereunder; (evi) any invalidity, illegality, irregularity invalidity or unenforceability relating to or against JHCC for any reason of the Indenture Credit Agreement or any Debenture or in any part thereof as regards the CorporationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation JHCC of the principal, premium, if any, principal of or interest or redemption price, if any, on any Debenture Note or any other amount payable by the Corporation JHCC under the Indenture;Credit Agreement; or (fvii) any other act or omission to act or delay of any kind by the CorporationJHCC, the TrusteeAgent, any Holder Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s Company's obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated This Guarantee is a guarantee absolute, continuing and independent of, and in addition to, any and all rights and remedies Continental may have under the CPA or any Ancillary Agreement and any other guaranties or documents now or hereafter given in connection therewith by Guarantor or others. Except as otherwise expressly herein provided, the enforceability of payment and that Guarantor's obligations hereunder in accordance with the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, terms hereof shall not in any way be releaseddischarged, discharged impaired or otherwise affected by: (a) any extension i. Any change in the time, manner or place of the time or times for the payment of amounts due under the Guaranteed ObligationsCPA or any Ancillary Agreement, renewalor any other change or modification in or of any terms, settlementprovisions, compromisecovenants or conditions of any or all of them; ii. The entering into, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment in or of, any lease or sublease of any aircraft or supplement engine, any contract or arrangement for the maintenance or refurbishment of any aircraft or engine, any contract or arrangement for the provision of ground handling services, any lease, sublease or other agreement relating to the Indenture use of any terminal or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporationnon-terminal airport facility, or any insolvencyloan agreement, bankruptcynote, reorganization deed of trust, assignment, contract or other similar proceeding affecting document or agreement entered into by Contractor or Guarantor relating to the Corporation provision of Regional Airline Services (together with the CPa and the Ancillary Agreements, the “Documents”); iii. Any lack of validity or its assets enforceability of any of the Documents; iv. Any release or amendment or waiver of or consent to the modification of any other guarantee of payment or performance of all or any resulting obligations under the CPA or any Ancillary Agreement, or any sale or transfer by Contractor of any of its interest in the CPA or any Ancillary Agreement (without implying that Contractor has consented or will consent to any such sale or transfer); v. Any sale or transfer by Guarantor of any of its interest in Contractor (without implying that Guarantor has consented or will consent to any such sale or transfer); vi. Any release or discharge waiver of any obligation of the Corporation contained or delay in the Indenture or any Debenture; (d) the existence enforcement of any defenserights against Contractor, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith person or entity under any unrelated transactionsof the Documents or against any security thereunder; (e) vii. The exercise by Continental of any invalidity, illegality, irregularity of its rights or unenforceability for remedies under any reason one or more of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the IndentureDocuments; or (i) the recovery of any judgment against the Corporation viii. Any other circumstance which might otherwise constitute a defense available to, or any action to enforce the samedischarge of, Guarantor.

Guarantee Absolute. The occurrence of any one or more of the following shall not affect, limit, reduce, discharge or terminate the liability of such Subsidiary Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder hereunder, which shall be remain primary, absolute absolute, irrevocable and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byas described above: (aA) Any modification or amendment (including by way of amendment, extension, renewal or waiver), or any acceleration or other change in the manner or time for payment or performance, of the Obligations, any Loan Document or any other agreement or instrument whatsoever relating to the Obligations, or any modification of the Commitments; (B) any extension release, termination, waiver, abandonment, lapse, expiration, subordination or enforcement of any other guaranty of or insurance for any of the time Obligations, or times the non-perfection or release of any collateral for any of the Obligations; (C) any application by any of the Guaranteed Parties of the proceeds of any other guaranty of or insurance for any of the Obligations to the payment of any of the Guaranteed Obligations, renewal, ; (D) any settlement, compromise, waiverrelease, indulgence liquidation or release granted to enforcement by any of the Corporation by the Holders or the Trustee in respect Guaranteed Parties of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwiseObligations; (bE) the giving by any modification or amendment of or supplement the Guaranteed Parties of any consent to the Indenture merger or any Debenture; (c) any change in consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteeof, any Holder Obligor or any other Person, whether in connection herewith or to any disposition of any shares by any Obligor or any unrelated transactionsother Person; (eF) any invalidity, illegality, irregularity or unenforceability for proceeding by any reason of the Indenture or Guaranteed Parties against any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder Obligor or any other Person or in respect of any other circumstance whatsoever which might, but collateral for the provisions of this paragraph, constitute a legal or equitable discharge or defense any of the Guarantor’s obligations hereunderObligations, or the exercise by any of the Guaranteed Parties of any of their rights, remedies, powers and privileges under the Loan Documents, regardless of whether any of the Guaranteed Parties shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement; (gG) the entering into any contest by the Corporation other transaction or business dealings with any Obligor, or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indentureother Person; or (iH) any combination of the recovery of any judgment against the Corporation or any action to enforce the sameforegoing.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated This Guarantee is absolute, continuing and independent of, and in addition to, any and all rights and remedies United may have under the CPA or any Ancillary Agreement and any other guaranties or documents now or hereafter given in connection therewith by Guarantor or others. Without limiting any of the provisions of this Guarantee or the CPA, including without limitation, Section 5.2 thereof, it is acknowledged that Guarantor is not currently a guarantee of payment certificated airline and that therefore Guarantor may be required to cause its obligations hereunder to be performed rather than performing them directly. Except as otherwise expressly herein provided, the enforceability of Guarantor’s obligation to pay obligations hereunder in accordance with the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, terms hereof shall not in any way be releaseddischarged, discharged impaired or otherwise affected by: (a) any extension Any change in the time, manner or place of the time or times for the payment of amounts due under the Guaranteed ObligationsCPA or any Ancillary Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders any other change or the Trustee modification in respect or of any obligation terms, provisions, covenants or conditions of the Corporation under the Indenture any or any Debenture, by operation all of law or otherwisethem; (b) any The entering into, or the modification or amendment in or of, any lease or sublease of any aircraft or supplement engine, any contract or arrangement for the maintenance or refurbishment of any aircraft or engine, any contract or arrangement for the provision of ground handling services, any lease, sublease or other agreement relating to the Indenture use of any terminal or non-terminal airport facility, or any Debentureloan agreement, note, deed of trust, assignment, contract or other document or agreement entered into by Contractor or Guarantor relating to the provision of Contractor Services (together with the CPA and the Ancillary Agreements, the “Documents”); (c) Any lack of validity or enforceability of any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureDocuments; (d) Any release or amendment or waiver of or consent to the existence modification of any defense, claim, set-off other guarantee of payment or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder performance of all or any other Person, whether in connection herewith obligations under the CPA or any unrelated transactionsAncillary Agreement, or any sale or transfer by Contractor of any of its interest in the CPA or any Ancillary Agreement (without implying that Contractor has consented or will consent to any such sale or transfer); (e) Any sale or transfer by Guarantor of any invalidity, illegality, irregularity of its interest in Contractor (without implying that Guarantor has consented or unenforceability for will consent to any reason of the Indenture such sale or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenturetransfer); (f) any other act Any release or omission to act waiver of or delay in the enforcement of any kind by the Corporationrights against Contractor, the Trustee, any Holder Guarantor or any other Person person or entity under any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderDocuments or against any security thereunder; (g) The exercise by United of any contest by the Corporation of its rights or remedies under any Person as to the amount one or more of the Guaranteed Obligations;Documents; or (h) the failure to enforce the provisions of any Debenture Any other circumstance which might otherwise constitute a defense available to, or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the samedischarge of, Guarantor.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee's or the Holders' acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company's or any Guarantor's business or any part thereof; (m) subject to Section 1414, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the CorporationCompany or any Guarantor or any change in the corporate relationship between the Company and any Guarantor, or any termination of such relationship; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor (whether voluntary or involuntary) or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 1414, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (ep) any invalidityfailure, illegality, irregularity omission or unenforceability for any reason delay on the part of the Indenture Company to conform or comply with any Debenture or in any part thereof as regards the Corporation, or any provision term of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the this Indenture; (fq) any other act limitation on the liability or omission to act or delay obligations of any kind by the Corporation, the Trustee, any Holder Company or any other Person under this Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Indenture; (r) any other circumstance whatsoever which might, but for the provisions (including any statute of this paragraph, limitations) that might otherwise constitute a legal defense available to, or equitable discharge or defense of of, the Guarantor’s obligations hereunder; (g) any contest by the Corporation Company or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the IndentureGuarantor; or (is) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Guarantor agrees Alterra Capital guarantees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder will be paid strictly in accordance with the terms of this Agreement, regardless of any law or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender, the Fronting Bank or the Administrative Agent with respect thereto. The Obligations of Alterra Capital under this Article X are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Alterra Capital to enforce this Article X, irrespective of whether any action is brought against any Guaranteed Borrower or whether any Guaranteed Borrower is joined in any such action or actions. The liability of Alterra Capital under this guarantee shall be primaryirrevocable, absolute and unconditional andirrespective of, without limiting the generality and Alterra Capital hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the foregoing, shall not be released, discharged or otherwise affected byfollowing: (a) any extension lack of the time validity or times for the payment enforceability of the Guaranteed Obligationsthis Agreement, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture other Loan Document or any Debenture, by operation of law other agreement or otherwiseinstrument relating thereto; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or supplement any consent to the Indenture or any Debenturedeparture from this Agreement (other than this Article X); (c) any change in taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate existence, structure or ownership existence of the Corporation, any Guaranteed Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation any Guaranteed Borrower or any of its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;Guaranteed Borrower under this Agreement; or (e) any invalidityother circumstance (including, illegalitywithout limitation, irregularity or unenforceability for any reason statute of limitations to the Indenture or any Debenture or in any part thereof as regards the Corporationfullest extent permitted by applicable Law) which might otherwise constitute a defense available to, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation of, Alterra Capital or any Person as to Guaranteed Borrower (other than a discharge arising from the amount payment in full of the Guaranteed Obligations; (h) ). This guaranty shall continue to be effective or be reinstated, as the failure to enforce the provisions case may be, if at any time any payment of any Debenture of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender, the Fronting Bank or the Indenture; or (i) Administrative Agent upon the recovery insolvency, bankruptcy or reorganization of any judgment against the Corporation Alterra Capital or any action to enforce the sameotherwise, all as though such payment had not been made.

Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against any Guarantor agrees that whether or not an action or proceeding is brought against the guarantee contained Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantors hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantors hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) any extension defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; (c) the taking of security from the Company, indulgence any Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other Person, or with any security; (h) the Trustee's or the Holders' acceptance of compositions from the Company or any Guarantor; (i) the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, if any, or proceeds thereof, to all or any of the Corporation under Indenture Obligations, or the Indenture manner of sale of any such collateral; (j) the release or discharge of the Company or any Debenture, Guarantor of the Securities or of any Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder; (bk) any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to any Guarantor or any refinancing or restructuring of any of the Indenture or any DebentureObligations; (cl) the sale of the Company's or any Guarantor's business or any part thereof; (m) subject to Section 1414, any merger or consolidation, arrangement or reorganization of the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Corporation, Company or any Guarantor; (n) the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of any Guarantor or the Indenture or any Debentureloss of corporate existence; (do) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trusteesubject to Section 1414, any Holder arrangement or plan of reorganization affecting the Company or any other Person, whether in connection herewith or any unrelated transactionsGuarantor; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (fp) any other act circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or omission to act or delay of any kind by the Corporationdischarge of, the Trustee, any Holder Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (iq) any modification, compromise, settlement or release by the recovery Trustee, or by operation of any judgment against law or otherwise, of the Corporation Indenture Obligations or the liability of the Company or any action to enforce other obligor under the sameSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors.

Guarantee Absolute. The Each Guarantor agrees guarantees that the guarantee contained Guaranteed Preferred Unit Obligations will be paid strictly in accordance with the terms of the Guaranteed New LP Preferred Units and this Subordinated Guarantee within the time required by section 2.2, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extension of the time sale, transfer or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation assignment by the Holders or the Trustee in respect any Holder of any obligation of the Corporation under the Indenture Guaranteed New LP Preferred Units or any Debentureright, by operation title, benefit or interest of law such Holder therein or otherwisethereto; (b) any modification amendment or amendment of change in or supplement to the Indenture to, or any Debenturewaiver of, any of the terms of the Guaranteed New LP Preferred Units; (c) any change in the corporate existencename, structure objects, constitution, capacity, capital or ownership the constating documents of the Corporation, a Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any DebentureNew LP; (d) any partial payment by New LP, or any release or waiver, by operation of law or otherwise, of the existence performance or observance by New LP of any defenseexpress or implied agreement, claimcovenant, set-off term or other rights which condition relating to the Guarantor may have at any time against the Corporation, the Trustee, any Holder Guaranteed New LP Preferred Units to be performed or any other Person, whether in connection herewith or any unrelated transactionsobserved by New LP; (e) any invalidity, illegality, irregularity or unenforceability the extension of time for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation New LP of all or any portion of the principal, premium, if any, interest Guaranteed Preferred Unit Obligations or redemption price, if any, on any Debenture or the extension of time for the performance of any other amount payable by obligation under, arising out of, or in connection with, the Corporation under the IndentureGuaranteed New LP Preferred Units; (f) any other act failure, omission, delay or omission lack of diligence on the part of the Holders to act enforce, assert or delay exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Guaranteed New LP Preferred Units, or any action on the part of New LP granting indulgence or extension of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunderkind; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against New LP, any voluntary or involuntary liquidation, dissolution, winding up, merger, amalgamation or reorganization of New LP or a Guarantor, any sale or other disposition of all or substantially all of the Corporation assets of New LP, or any action judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting New LP, a Guarantor or any of the assets of New LP or a Guarantor; (h) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (i) any invalidity of, or defect or deficiency in, the Guaranteed New LP Preferred Units or this Guarantee; (j) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (k) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, New LP or a Guarantor in respect of any of the Guaranteed Preferred Unit Obligations (other than, and to enforce the sameextent of, the payment or satisfaction thereof), it being the intent of the Guarantors that their obligations in respect of the Guaranteed Preferred Unit Obligations is absolute and unconditional under all circumstances and will not be discharged except by payment in full of the Guaranteed Preferred Unit Obligations. The Guarantors hereby waive notice of acceptance of this Guarantee. The Holders will not be bound or obliged to exhaust their recourse against New LP or any other Person before being entitled to demand payment from the Guarantors hereunder.

Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated This Parent Guarantee is a guarantee of payment and that not of collection, is intended to have the Guarantor’s obligation to pay same effect as if the Company were a primary obligor of the Guaranteed Obligations hereunder and not merely a surety, and the validity and enforceability of this Parent Guarantee shall be primary, absolute and unconditional andirrespective of, without limiting the generality of the foregoing, and shall not be released, discharged impaired or otherwise affected by: by any of the following: (a) any extension extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof, (e) the enforceability or validity of the time Guaranteed Obligations or times for any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Parent Guarantee even though the Administrative Agent, the Lenders and the Issuing Banks might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Parent Guarantee, (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor, (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, renewal(i) the failure of the Company or any Obligor to maintain in full force, settlementvalidity or effect or to obtain or renew when required all governmental and other approvals, compromiselicenses or consents required in connection with the Guaranteed Obligations or this Parent Guarantee, waiver, indulgence or release granted to take any other action required in connection with the performance of all obligations pursuant to the Corporation by the Holders Guaranteed Obligations or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenturethis Parent Guarantee, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (dj) the existence of any defense, claim, set-off setoff or other rights which the Guarantor Company may have at any time against the Corporationany Obligor, the Trustee, any Holder or any other Person, whether Person in connection herewith or an unrelated transaction, (k) the Administrative Agent’s, any unrelated transactions; Lender’s or any Issuing Bank’s election, in any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code, (el) any invalidityborrowing, illegalityuse of cash collateral, irregularity or unenforceability for any reason grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the Indenture United States Bankruptcy Code, (m) the disallowance of all or any Debenture portion any Person’s claims for repayment of the Guaranteed Obligations under section 502 or 506 of the United States Bankruptcy Code, or (n) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, in each case, whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this Section. It is agreed that the Company’s liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof as regards and that the CorporationCompany’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount Obligor of the Guaranteed Obligations; (h) Obligations in the failure to enforce manner agreed upon between the provisions Obligor and the Administrative Agent, the Lenders, the Issuing Banks and other holders of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the sameGuaranteed Obligations.

Guarantee Absolute. The obligations of the Guarantor agrees that hereunder are independent of the guarantee contained obligations of the Company under the Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Guarantor whether or not an action or proceeding is brought against the Company and whether or not the Company is joined in this Subordinated Guarantee any such action or proceeding. The liability of the Guarantor hereunder is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primaryirrevocable, absolute and unconditional and, without limiting and (to the generality extent permitted by law) the liability and obligations of the foregoing, Guarantor hereunder shall not be released, discharged discharged, mitigated, waived, impaired or otherwise affected in whole or in part by: (a) 1. any extension defect or lack of validity or enforceability in respect of any indebtedness or other obligation of the time Company or times for any other Person under this Indenture or the payment Securities, or any agreement or instrument relating to any of the Guaranteed foregoing; 2. any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Company, the Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, renewalor any other amendment or waiver of, settlementor any consent to or departure from, compromisethis Indenture or the Securities, waiverincluding any increase or decrease in the Indenture Obligations; 3. the taking of security from the Company, indulgence the Guarantor or release granted any other Person, and the release, discharge or alteration of, or other dealing with, such security; 4. the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Corporation Indenture Obligations and the obligations of the Guarantor hereunder; 5. the abstention from taking security from the Company, the Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; 6. any other dealings with the Company, the Guarantor or any other Person, or with any security; 7. Trustee’s or the Holders’ acceptance of compositions from the Company or the Guarantor; 8. the application by the Holders or the Trustee in respect of all monies at any time and from time to time received from the Company, the Guarantor or any other Person on account of any obligation indebtedness and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time; 9. the release or discharge of the Corporation under Company or the Indenture Guarantor of the Securities or of any Debenture, Person liable directly as surety or otherwise by operation of law or otherwiseotherwise for the Securities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Guarantor hereunder; (b) 10. any modification change in the name, business, capital structure or amendment governing instrument of the Company or supplement to the Guarantor or any refinancing or restructuring of any of the Indenture Obligations; 11. the sale of the Company’s or the Guarantor’s business or any Debenturepart thereof; (c) 12. subject to Section 5.13, any merger or consolidation, arrangement or reorganization of the Company, the Guarantor, any Person resulting from the merger or consolidation of the Company or the Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the CorporationCompany or the Guarantor or any change in the corporate relationship between the Company and the Guarantor, or any termination of such relationship; 13. the insolvency, bankruptcy, reorganization liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or other similar proceeding affecting distribution of the Corporation assets of the Company or its assets or any resulting release or discharge of any obligation obligations of the Corporation contained in Company (whether voluntary or involuntary) or of the Indenture Guarantor (whether voluntary or any Debentureinvoluntary) or the loss of corporate existence; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee14. subject to Section 5.13, any Holder arrangement or any other Person, whether in connection herewith plan of reorganization affecting the Company or any unrelated transactionsthe Guarantor; (e) 15. any invalidityfailure, illegality, irregularity omission or unenforceability for any reason delay on the part of the Indenture Company to conform or comply with any Debenture or in any part thereof as regards the Corporation, or any provision term of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the this Indenture; (f) 16. any other act limitation on the liability or omission to act or delay obligations of any kind by the Corporation, the Trustee, any Holder Company or any other Person under this Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Indenture; 17. any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Company or the Guarantor; or 18. any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Company or any other circumstance whatsoever which mightobligor under the Securities, but for in whole or in part, and any refusal of payment by the provisions of this paragraphTrustee, constitute a legal in whole or equitable discharge in part, from any other obligor or defense other guarantor in connection with any of the Guarantor’s obligations hereunder; (g) any contest by the Corporation Indenture Obligations, whether or not with notice to, or further assent by, or any Person as to reservation of rights against, the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the sameGuarantor.