Common use of Guaranty Absolute and Unconditional Clause in Contracts

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the BorrowerBorrower , any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders shareholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees understands and agrees that the Liabilities this Guaranty shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is construed as a continuing, absolute and unconditional irrespective of: guarantee of the full and punctual payment and performance of all Guaranty Obligations and Guaranty Expenses and not of their collectability only and is in no way conditioned upon any requirement that any Buyer Party first attempt to collect any of the Guaranty Obligations or Guaranty Expenses from Seller, without regard to (a) the validity, regularity or enforceability of the Series 2023-MSRVF1 Repurchase Agreement or any other Program Agreement, any of the Guaranty Obligations or Guaranty Expenses therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Buyer Party, (b) any defense, set-off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against any Buyer Party, (c) the lack of authority of Seller to execute or deliver the Series 2023-MSRVF1 Repurchase Agreement, (d) any change in the time, manner or place of payment of, or in any other term of, all or any of amendment to the Loan Documents or LiabilitiesSeries 2023-MSRVF1 Repurchase Agreement, or any other amendment or waiver of or any consent to departure from any of (e) the terms absence of any Loan Document action to enforce the Series 2023-MSRVF1 Repurchase Agreement, to recover any judgment against Seller or Liabilitiesto enforce a judgment against Seller under the Series 2023-MSRVF1 Repurchase Agreement, including (f) the occurrence of any increase Event of Default under the Series 2023-MSRVF1 Repurchase Agreement, (g) the existence of bankruptcy, insolvency, reorganization or decrease in the rate of interest thereon; similar proceedings involving Seller, (bh) any impairment, taking, furnishing, exchange or release or amendment or waiver of, or consent failure to departure fromperfect or obtain protection of any security interest in, collateral securing the Series 2023-MSRVF1 Repurchase Agreement, (i) any other guaranty change in the laws, rules or support documentregulations of any jurisdiction, or any exchange, release for all or any of the Loan Documents or Liabilities; (cj) any present or future lawaction of 755039565 22720164 ​ any Governmental Authority or court amending, regulation varying, reducing or order otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of any jurisdiction (whether the obligations of right or in fact) Seller under the Series 2023-MSRVF1 Repurchase Agreement or of any agency thereof purporting Guarantor under this Guaranty, (k) the reorganization, merger or consolidation of Seller into or with any other corporation or entity, (1) if any payment made by Seller to reduceany Buyer Party is held to constitute a preference under bankruptcy laws, amend, restructure or otherwise affect for any term of reason any Loan Document Buyer Party is required to refund such payment or Liabilities; (d) without being limited by the foregoingpay such amount to Seller, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (jm) any other setoff, defense circumstance whatsoever (with or counterclaim whatsoeverwithout notice to or knowledge of Seller or any Guarantor) which constitutes, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a constitute, an equitable or legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary of any Guarantor under the Credit Agreement or from this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory)instance. When making any demand hereunder or otherwise pursuing their its rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors Buyer Parties may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust (i) such rights rights, powers, privileges and remedies as they it may have against the Borrower, any other Subsidiary Guarantor Seller or any other Person or against any guarantee for the Liabilities or (ii) any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, Buyer Party to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor Seller or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person Seller or any such guarantee other Person or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Guaranteed Creditors any Buyer Party against any Subsidiary Guarantor. For This Guaranty shall be binding in accordance with and to the purposes hereof “demand” extent of its terms upon each Guarantor and its successors and assigns, and shall include inure to the commencement benefit of the Buyer Parties, and continuance of any legal proceedingstheir successors, indorsees, transferees and assigns.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees understands and agrees that the Liabilities this Guaranty shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is construed as a continuing, absolute and unconditional irrespective of: guarantee of the full and punctual payment and performance of all Guaranty Obligations and Guaranty Expenses and not of their collectability only and is in no way conditioned upon any requirement that any Buyer Party first attempt to collect any of the Guaranty Obligations or Guaranty Expenses from any Seller, without regard to (a) the validity, regularity or enforceability of the Series 2024-VF1 Repurchase Agreement or any other Program Agreement, any of the Guaranty Obligations or Guaranty Expenses therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Buyer Party, (b) any defense, set-off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against any Buyer Party, (c) the lack of authority of any Seller to execute or deliver the Series 2024-VF1 Repurchase Agreement, (d) any change in the time, manner or place of payment of, or in any other term of, all or any of amendment to the Loan Documents or LiabilitiesSeries 2024-VF1 Repurchase Agreement, or any other amendment or waiver of or any consent to departure from any of (e) the terms absence of any Loan Document action to enforce the Series 2024-VF1 Repurchase Agreement, to recover any judgment against any Seller or Liabilitiesto enforce a judgment against any Seller under the Series 2024-VF1 Repurchase Agreement, including (f) the occurrence of any increase Event of Default under the Series 2024-VF1 Repurchase Agreement, (g) the existence of bankruptcy, insolvency, reorganization or decrease in the rate of interest thereon; similar proceedings involving any Seller, (bh) any impairment, taking, furnishing, exchange or release or amendment or waiver of, or consent failure to departure fromperfect or obtain protection of any security interest in, collateral securing the Series 2024-VF1 Repurchase Agreement, (i) any other guaranty change in the laws, rules or support documentregulations of any jurisdiction, or any exchange, release for all or any of the Loan Documents or Liabilities; (cj) any present or future law, regulation or order action of any jurisdiction (whether Governmental Authority or court amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of right or in fact) the obligations of any Seller under the Series 2024-VF1 Repurchase Agreement or of any agency thereof purporting to reduceGuarantor under this Guaranty, amend(k) the reorganization, restructure merger or otherwise affect any term consolidation of any Loan Document Seller into or Liabilities; with any other corporation or entity, (d1) without being limited if any payment made by the foregoingany Seller to any Buyer Party is held to constitute a preference under bankruptcy laws, or for any reason any Buyer Party is required to refund such payment or pay such amount to Seller, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (jm) any other setoff, defense circumstance whatsoever (with or counterclaim whatsoeverwithout notice to or knowledge of any Seller or any Guarantor) which constitutes, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a constitute, an equitable or legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary of any Guarantor under the Credit Agreement or from this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory)instance. When making any demand hereunder or otherwise pursuing their its rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors Buyer Parties may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust (i) such rights rights, powers, privileges and remedies as they it may have against the Borrower, any other Subsidiary Guarantor Seller or any other Person or against any guarantee for the Liabilities or (ii) any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, Buyer Party to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor Seller or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person Seller or any such guarantee other Person or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Guaranteed Creditors any Buyer Party against any Subsidiary Guarantor. For This Guaranty shall be binding in accordance with and to the purposes hereof “demand” extent of its terms upon each Guarantor and its successors and assigns, and shall include inure to the commencement benefit of the Buyer Parties, and continuance of any legal proceedingstheir successors, indorsees, transferees and assigns.

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the BorrowerBorrower , any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders shareholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Exhibit C - 3 364-DAY CREDIT AGREEMENT Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall be paid strictly U.S. Borrower hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in accordance connection with the terms or in respect of any of the Loan Documents. The liability of the Subsidiary Guarantor following and hereby agrees that its obligations under this Subsidiary Guaranty is Article X (Guaranty) are absolute and unconditional irrespective and shall not be discharged or otherwise affected as a result of: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 117 (a) the invalidity or unenforceability of any change in the time, manner of any Euro Borrower’s obligations under this Agreement or place of payment of, or in any other term of, all Loan Document or any of the Loan Documents other agreement or Liabilitiesinstrument relating thereto, or any security for, or other amendment or waiver guaranty of the Guarantied Obligations or any consent to departure from any part of them, or the terms lack of perfection or continuing perfection or failure of priority of any Loan Document security for the Guarantied Obligations or Liabilities, including any increase or decrease in the rate part of interest thereonthem; (b) the absence of any release or amendment or waiver of, or consent attempt to departure from, any other guaranty or support document, collect the Guarantied Obligations or any exchange, release for all part of them from any Euro Borrower or any of other action to enforce the Loan Documents or Liabilitiessame; (c) any present or future lawGuarantied Parties’ election, regulation or order in any proceeding instituted under chapter 11 of any jurisdiction (whether the Bankruptcy Code, of right or in factthe application of Section 1111(b)(2) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilitiesthe Bankruptcy Code; (d) without being limited any borrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the foregoing, any lack of validity or enforceability of any Loan Document or LiabilitiesBankruptcy Code; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (i) any bankruptcy, insolvency, bankruptcy arrangement, reorganization, adjustmentarrangement, compositionreadjustment of debt, liquidation, disability, liquidation or dissolution proceeding commenced by or lack of power of the against any Euro Borrower, any Subsidiary Guarantor the U.S. Borrower or any of any Euro Borrower’s other Person at any time liable for the payment of all or part of the LiabilitiesSubsidiaries, including without limitation, any discharge of, or bar or stay against collecting, all or any Liability of the Guarantied Obligations (or any part of them or interest thereinthereon) in or as a result of any such proceeding; (fj) failure by any Guarantied Party to file or enforce a claim against any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; (k) any saleaction taken by any Guarantied Party that is authorized hereby; (l) any rescission, lease waiver, amendment or transfer of modification of, or any or all release from any of the assets of the Borrower terms or provisions of, this Agreement, any other Loan Document or any other Subsidiary Guarantor, agreement; or (m) any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, x) laws, rules, regulations or power), structure or ownership acts of any Obligor; legislative body or Governmental Authority or (gy) any economic, political, regulatory or other events, including but not limited to, any restrictions on the absence conversion of any attempt to collect the Obligations currency or repatriation or control of funds or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender total or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment partial expropriation of the Liabilities; (i) the additionBorrowers’ property, from time that would otherwise constitute a defense available to time, of any guarantors, makers obligor or endorsers of the Liabilitiesguarantor of, or of any additional security a discharge of, or collateral for otherwise affect, the payment of the Liabilitiesobligations hereunder; and or FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 118 (jn) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to otherwise constitute a legal or equitable defense available to, discharge or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment a surety or performance, whether based on contract, tort guarantor or any other theory). When making obligor on any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantorobligations, other than the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release payment in full of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary GuarantorGuarantied Obligations. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsSECTION 10.04.

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall Obligations will be paid strictly in accordance with the terms of the Loan Governing Documents, regardless of any law, regulation, or order of any Governmental Authority now or hereafter in effect. The obligations of Guarantor hereunder are independent of any of its other obligations to any other party, the obligations of any other Guarantor or the obligations of any other PJM Member. A separate action may be brought against Guarantor to enforce this Guaranty, whether or not any action is brought against the Principal or whether or not the Principal is joined in any such action. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty hereunder is absolute irrevocable, continuing, absolute, and unconditional irrespective and the obligations of Guarantor hereunder shall not be discharged or impaired or otherwise effected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of: (a) any illegality or lack of validity or enforceability of any Obligation or any related agreement or instrument; any change in the time, place, or manner or place of payment of, or in any other term of, all or any of the Loan Documents or Liabilities, Obligations or any other amendment commitment or waiver debt of or any consent to departure from any of the terms of any Loan Document or LiabilitiesPrincipal, including any increase or decrease in the rate Obligations resulting from any extension of interest thereonadditional credit or otherwise; (b) any release or amendment or waiver oftaking, exchange, substitution, release, impairment, or consent to departure from, non-perfection of any other guaranty or support documentcollateral, or any exchangetaking, release for all release, impairment, amendment, waiver, or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order other modification of any jurisdiction (whether guaranty, for the Obligations; any manner of right sale, disposition, or in fact) or application of proceeds of any agency thereof purporting collateral or other assets to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the LiabilitiesObligations; any default, including any discharge offailure, or bar delay, willful or stay against collectingotherwise, in the performance of the Obligations; any change, restructuring, or termination of the corporate structure, ownership, or existence Principal or any of its Subsidiaries, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting the Principal or its assets, or any resulting release or discharge of any Obligation; any failure of PSI to disclose information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of Principal now or hereafter known to PSI; the failure of any other person or entity to execute or deliver this Guaranty, any Liability (modification, supplement or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower amendment hereto or any other Subsidiary Guarantorguaranty or agreement, or any changes in the stockholders release or reduction of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership liability of any Obligor; (g) the absence of any attempt to collect the Obligations Guarantor or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever surety with respect to the Loan Obligations; the failure of PSI or PJM to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any of the Governing Documents or the transactions contemplated thereby which might constitute or be construed to constitute a legal or equitable defense available tootherwise; any defense, set-off, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any counterclaim (other instance (in any case, except than a defense of payment or performance) that may at any time be available to, whether based on contractor be asserted by, tort Principal against PSI or PJM; or any other theory). When making circumstance (including, without limitation, any demand hereunder statute of limitations) or any existence of or reliance on any representation by PSI or PJM that might vary the risk of any Guarantor or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation operate as a defense available to, join or make a similar demand on legal or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right equitable discharge of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees that the Liabilities shall Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsCredit Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights and claims of any Holder of Guaranteed Obligations against Borrower with respect thereto and even if any such rights or claims are modified, reduced or discharged in an Insolvency or Liquidation Proceeding or otherwise. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or whether Borrower is joined in any such action or actions. The liability of the Subsidiary each Guarantor under this Subsidiary Guaranty is shall be absolute and unconditional irrespective of: of (ai) any lack of validity or enforceability of the Credit Agreement or any Note or any other 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 Loan Documents or LiabilitiesGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of the terms additional credit to Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any Loan Document collateral, or Liabilitiesany taking, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, of or consent to departure from, from any other guaranty or support documentguaranty, or any exchange, release for all or any of the Loan Documents or LiabilitiesGuaranteed Obligations; (civ) any present or future law, regulation or order manner of any jurisdiction (whether application of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.collateral,

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees that the Liabilities shall be paid strictly hereby waives and agrees not to assert any defense, whether arising in accordance connection with the terms or in respect of any of the Loan Documents. The liability of the Subsidiary Guarantor following or otherwise, and hereby agrees that its obligations under this Subsidiary Guaranty is are irrevocable, absolute and unconditional irrespective and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case, except as otherwise agreed in writing by the Administrative Agent): (i) any modification, amendment or supplement to any Loan Document, any Swap Agreement or any Treasury Services Agreement, including, without limitation, any increase in the amount of: , or the interest rates applicable to, any of the Guaranteed Obligations; (aii) any release, settlement, waiver, subordination or modification of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of security for the Guaranteed Obligations; (iii) any change in the timecorporate, manner limited liability company or place of payment ofother existence, structure or in any other term of, all or any of the Loan Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets ownership of the Borrower or any other Subsidiary Guarantorguarantor of any of the Guaranteed Obligations, or any changes in insolvency, bankruptcy, reorganization or other similar proceeding affecting the stockholders Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership other guarantor of any Obligorof the Guaranteed Obligations; (giv) the absence existence of any attempt to collect claim, setoff or other rights which the Guarantors may have at any time against any Person, whether in connection herewith or in connection with any unrelated transactions; (v) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of them from any Obligoragreement relating thereto or with respect to any collateral securing the Guaranteed Obligations; (hvi) any sale, exchange, waiver, surrender or release the failure of any guarantee other guarantor to sign or right of offset at become party to this Guaranty or any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the additionamendment, from time to time, of any guarantors, makers or endorsers of the Liabilitieschange, or of any additional security reaffirmation hereof; or collateral for the payment of the Liabilities; and (jvii) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which that might constitute or be construed to otherwise constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any of the Borrower’s other Person or any such guarantee or right of offsetSubsidiaries, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunderin each case, and shall not impair or affect other than the rights and remedies, whether express, implied or available as a matter of law, indefeasible payment in full in cash of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees that the Liabilities shall Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other 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 and claims of the Lender against the Borrower or any Subsidiary of the Borrower with respect thereto and even if any such rights or claims are modified, reduced or discharged in a Bankruptcy, Insolvency or Liquidation Proceeding or otherwise. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, whether or not any action is brought against the Borrower or any other Guarantor and whether or not the Borrower or any other Guarantor is joined in any such action or actions. The liability of the Subsidiary each Guarantor under this Subsidiary Guaranty is shall be absolute and unconditional irrespective of: (ai) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other 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 Loan Documents or LiabilitiesGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of the terms its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any Loan Document Lien securing, or Liabilitiesany taking, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, of or consent to departure from, from any other guaranty or support documentof, or any exchange, release for all or any of the Loan Documents or LiabilitiesGuaranteed Obligations; (civ) any present or future law, regulation manner or order of any jurisdiction (whether of right sale or in fact) or other enforcement of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of Lien securing any or all of the assets Guaranteed Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the Guaranteed Obligations or any failure to enforce any Lien or to apply any proceeds thereof; (v) any change, restructuring or termination of the corporate structure or existence of the Borrower or any other Subsidiary Guarantor, of its Subsidiaries; or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (jvi) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to otherwise constitute a legal or equitable defense (except the defense of payment) available to, or a discharge of, the Borrower a surety or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsguarantor.

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or Liabilities, or any other amendment or waiver of of, or any consent to departure from from, any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders shareholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor ----------------------------------- guarantees that the Liabilities shall Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other 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 and claims of Agent or any Lender against the Borrower or any Subsidiary of the Borrower with respect thereto and even if any such rights or claims are modified, reduced or discharged in a Bankruptcy, Insolvency or Liquidation Proceeding or otherwise. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, whether or not any action is brought against the Borrower or any other Guarantor and whether or not the Borrower or any other Guarantor is joined in any such action or actions. The liability of the Subsidiary each Guarantor under this Subsidiary Guaranty is shall be absolute and unconditional irrespective of: (ai) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other 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 Loan Documents or LiabilitiesGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of the terms its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any Loan Document Lien securing, or Liabilitiesany taking, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, of or consent to departure from, from any other guaranty or support documentof, or any exchange, release for all or any of the Loan Documents or LiabilitiesGuaranteed Obligations; (civ) any present or future law, regulation manner or order of any jurisdiction (whether of right sale or in fact) or other enforcement of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of Lien securing any or all of the assets Guaranteed Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the Guaranteed Obligations or any failure to enforce any Lien or to apply any proceeds thereof; (v) any change, restructuring or termination of the corporate structure or existence of the Borrower or any other Subsidiary Guarantor, of its Subsidiaries; or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (jvi) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to otherwise constitute a legal or equitable defense (except the defense of payment) available to, or a discharge of, the Borrower a surety or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsguarantor.

Guaranty Absolute and Unconditional. The Subsidiary Guarantor guarantees that the Liabilities shall Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other 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 and claims of the Lender against O.S.I. Puerto Rico or any Subsidiary of O.S.I. Puerto Rico with respect thereto and even if any such rights or claims are modified, reduced or discharged in a Bankruptcy, Insolvency or Liquidation Proceeding or otherwise. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, whether or not any action is brought against O.S.I. Puerto Rico or any other guarantor and whether or not O.S.I. Puerto Rico or any other guarantor is joined in any such action or actions. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is shall be absolute and unconditional irrespective of: (ai) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other 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 Loan Documents or LiabilitiesGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of the terms additional credit to O.S.I. Puerto Rico or otherwise; (iii) any taking, exchange, release or non-perfection of any Loan Document Lien securing, or Liabilitiesany taking, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, of or consent to departure from, from any other guaranty or support documentof, or any exchange, release for all or any of the Loan Documents or LiabilitiesGuaranteed Obligations; (civ) any present or future law, regulation manner or order of any jurisdiction (whether of right sale or in fact) or other enforcement of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of Lien securing any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Guaranteed Obligations or any part manner or order of them from any Obligor; (h) any sale, exchange, waiver, surrender or release application of the proceeds of any guarantee or right of offset at any time held by the Guaranteed Creditors for such Lien to the payment of the LiabilitiesGuaranteed Obligations or any failure to enforce any 000 Xxxx xx to apply any proceeds thereof; (iv) the additionany change, from time to time, of any guarantors, makers restructuring or endorsers termination of the Liabilities, corporate structure or existence of any additional security O.S.I. Puerto Rico; or collateral for the payment of the Liabilities; and (jvi) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to otherwise constitute a legal or equitable defense (except the defense of payment) available to, or a discharge of, the Borrower a surety or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsguarantor.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees that the Liabilities shall be paid strictly hereby waives and agrees not to assert any defense, whether arising in accordance connection with the terms or in respect of any of the Loan Documents. The liability of the Subsidiary Guarantor following or otherwise, and hereby agrees that its obligations under this Subsidiary Guaranty is are irrevocable, absolute and unconditional irrespective and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): the invalidity or unenforceability of any obligation of a Loan Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of: , any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. the absence of (ai) any change in attempt to collect any Guaranteed Obligation or any part thereof from a Loan Party or other action to enforce the time, manner same or place of payment of(ii) any action to enforce any Loan Document or any Lien thereunder; the failure by any Person to take any steps to perfect and maintain any Lien on, or in to preserve any other term ofrights with respect to, all any Collateral; any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any Guarantor or any of the Loan Documents or Liabilities, Borrower’s other Subsidiaries or any other amendment procedure, agreement, order, stipulation, election, action or waiver of or any consent to departure from any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilitiesomission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Liability Guaranteed Obligation (or any part of them or interest thereinthereon) in or as a result of any such proceeding; (f) any foreclosure, whether or not through judicial sale, lease and any other sale or transfer other disposition of any Collateral or all any election following the occurrence of the assets an Event of the Borrower Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any Applicable Law; or any other Subsidiary Guarantordefense, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which that might constitute or be construed to otherwise constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right Subsidiary of offsetthe Borrower, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect in each case other than the rights and remedies, whether express, implied or available as a matter of law, payment in full of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees that the Liabilities shall Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other 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 and claims of the Lender against Ocular Sciences or any Subsidiary of Ocular Sciences with respect thereto and even if any such rights or claims are modified, reduced or discharged in a Bankruptcy, Insolvency or Liquidation Proceeding or otherwise. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, whether or not any action is brought against Ocular Sciences or any other Guarantor and whether or not Ocular Sciences or any other Guarantor is joined in any such action or actions. The liability of the Subsidiary each Guarantor under this Subsidiary Guaranty is shall be absolute and unconditional irrespective of: (ai) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other 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 Loan Documents or LiabilitiesGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Ocular Sciences or any of the terms its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any Loan Document Lien securing, or Liabilitiesany taking, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, of or consent to departure from, from any other guaranty or support documentof, or any exchange, release for all or any of the Loan Documents or LiabilitiesGuaranteed Obligations; (civ) any present or future law, regulation manner or order of any jurisdiction (whether of right sale or in fact) or other enforcement of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of Lien securing any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Guaranteed Obligations or any part manner or order of them from any Obligor; (h) any sale, exchange, waiver, surrender or release application of the proceeds of any guarantee or right of offset at any time held by the Guaranteed Creditors for such Lien to the payment of the LiabilitiesGuaranteed Obligations or any failure to enforce any Lien or to apply any proceeds thereof; (iv) the additionany change, from time to time, of any guarantors, makers restructuring or endorsers termination of the Liabilities, corporate structure or existence of Ocular Sciences or any additional security of its Subsidiaries; or collateral for the payment of the Liabilities; and (jvi) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might constitute or be construed to otherwise constitute a legal or equitable defense (except the defense of payment) available to, or a discharge of, the Borrower a surety or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsguarantor.

Guaranty Absolute and Unconditional. The Subsidiary Each Guarantor guarantees that the Liabilities shall be paid strictly hereby waives and agrees not to assert any defense, whether arising in accordance connection with the terms or in respect of any of the Loan Documents. The liability of the Subsidiary Guarantor following or otherwise, and hereby agrees that its obligations under this Subsidiary Guaranty is are irrevocable, absolute and unconditional irrespective and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case, except as otherwise agreed in writing by the Administrative Agent): (i) any modification, amendment or supplement to any Loan Document, any Swap Agreement or any Treasury Services Agreement, including, without limitation, any increase in the amount of: , or the interest rates applicable to, any of the Guaranteed Obligations; (aii) any release, settlement, waiver, subordination or modification of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of security for the Guaranteed Obligations; (iii) any change in the timecorporate, manner limited liability company or place of payment of, or in any other term of, all or any of the Loan Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release for all or any of the Loan Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower, any Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Liabilities, including any discharge of, or bar or stay against collecting, any Liability (or any part of them or interest therein) in or as a result of such proceeding; (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other Subsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power)existence, structure or ownership of any ObligorBorrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of any Borrower or any other guarantor of any of the Guaranteed Obligations; (giv) the absence existence of any attempt to collect claim, setoff or other rights which the Guarantors may have at any time against any Person, whether in connection herewith or in connection with any unrelated transactions; (v) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of them from any Obligoragreement relating thereto or with respect to any collateral securing the Guaranteed Obligations; (hvi) any sale, exchange, waiver, surrender or release the failure of any guarantee other guarantor to sign or right of offset at become party to this Guaranty or any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the additionamendment, from time to time, of any guarantors, makers or endorsers of the Liabilitieschange, or of any additional security reaffirmation hereof; or collateral for the payment of the Liabilities; and (jvii) any other setoff, defense or counterclaim whatsoever, or any other circumstance or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which that might constitute or be construed to otherwise constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in of any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any Subsidiaries, in each case, other Person or against any guarantee for than the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, Payment in Full of the Guaranteed Creditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.