Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 16.01, each other Guarantor, Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Mondelēz International guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Mondelēz International under its Guarantee this Guaranty shall be absolute and unconditional unconditional, irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Obligations Designation Agreement, any Note or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Designated Subsidiary Obligations, or any other amendment or waiver of or any consent to departure from this Agreement, any Designation Agreement or any Note; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Designated Subsidiary Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelēz International or any Guarantor or the other Borrower. Each Guarantee 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 Guaranteed Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, HollyFrontier hereby guarantees that the Guaranteed Frontier El Dorado Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of HollyFrontier under this AgreementAgreement constitute a present and continuing guaranty of payment, regardless and not of any law, regulation collection or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders with respect theretocollectability. The liability of each Guarantor HollyFrontier under its Guarantee this Agreement shall be absolute absolute, unconditional, present, continuing and unconditional irrevocable irrespective of: (ai) any lack assignment or other transfer of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all Agreement or any of the Guaranteed Obligationsrights thereunder of El Dorado Logistics; (ii) any amendment, waiver, renewal, extension or any other amendment or waiver release of or any consent to or departure from this or other action or inaction related to the Agreement; (ciii) any exchangeacceptance by El Dorado Logistics of partial payment or performance from Frontier El Dorado; (iv) any bankruptcy, release insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or non-perfection other like proceeding relating to El Dorado Logistics or any action taken with respect to the Agreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any collateralnotice to, or any release knowledge of, HollyFrontier, of the existence or amendment or waiver occurrence of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; matters or events set forth in the foregoing subsections (di) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligationthrough (iv); or (evi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of HollyFrontier hereunder shall not be subject to any Guarantor reduction, limitation, impairment or the Borrower. Each Guarantee termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall continue not be subject to be effective any defense or be reinstatedsetoff, as the case may becounterclaim, if at any time any payment of any recoupment or termination whatsoever by reason of the Guaranteed Obligations is rescinded invalidity, illegality or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization unenforceability of the Borrower Frontier El Dorado Payment Obligations or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, of Kraft Foods and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Kraft Foods Group guarantees that the Guaranteed Obligations or the Designated Subsidiary Obligations, as applicable, 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Kraft Foods under its Guarantee the Kraft Foods Guaranty and Kraft Foods Group under the Kraft Foods Group Guaranty, as the case may be, shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations this Agreement or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or the Designated Subsidiary Obligations, as applicable, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations or the Designated Subsidiary Obligations, as applicable; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed guaranteed Obligation or Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Kraft Foods Group, any Guarantor other Borrower or Kraft Foods. The Kraft Foods Guaranty and the Borrower. Each Guarantee Kraft Foods Group Guaranty, as the case may be, 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 or Designated Subsidiary Obligations, as applicable, is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the a Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Xxxxx hereby guarantees that the Guaranteed Xxxxx Tulsa Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of Xxxxx under this AgreementAgreement constitute a present and continuing guaranty of payment, regardless and not of any law, regulation collection or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders with respect theretocollectability. The liability of each Guarantor Xxxxx under its Guarantee this Agreement shall be absolute absolute, unconditional, present, continuing and unconditional irrevocable irrespective of: (ai) any lack assignment or other transfer of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all Agreement or any of the Guaranteed Obligationsrights thereunder of HEP Tulsa or HEP Storage-Tulsa; (ii) any amendment, waiver, renewal, extension or any other amendment or waiver release of or any consent to or departure from this or other action or inaction related to the Agreement; (ciii) any exchangeacceptance by HEP Tulsa or HEP Storage-Tulsa of partial payment or performance from Xxxxx Tulsa; (iv) any bankruptcy, release insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or non-perfection other like proceeding relating to Xxxxx Tulsa or any action taken with respect to the Agreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any collateralnotice to, or any release knowledge of, Xxxxx, of the existence or amendment or waiver occurrence of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; matters or events set forth in the foregoing subsections (di) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligationthrough (iv); or (evi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of Xxxxx hereunder shall not be subject to any Guarantor reduction, limitation, impairment or the Borrower. Each Guarantee termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall continue not be subject to be effective any defense or be reinstatedsetoff, as the case may becounterclaim, if at any time any payment of any recoupment or termination whatsoever by reason of the Guaranteed Obligations is rescinded invalidity, illegality or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization unenforceability of the Borrower Xxxxx Tulsa Payment Obligations or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 9.01, each other Guarantor, Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its the Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each The 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementhereof, 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 Bank, any Issuing Bank or the Administrative Agent, the L/C Issuers or the Lenders Agent with respect thereto. The liability of each Guarantor the Guarantors under its Guarantee the guaranty granted under this Agreement with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from this AgreementAgreement or any other Loan Document (with regard to such Guaranteed Obligations); (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the its Guaranteed Obligations; (c) any change in ownership of the Borrower; (d) any law or regulation acceptance of any jurisdiction partial payment(s) from the Borrower or any other event affecting any term of a Guaranteed ObligationGuarantor; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of its Obligations under any Guarantor or the BorrowerLoan Document. Each Guarantee The guaranty under this Agreement 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 Obligation is rescinded or must otherwise be returned by the Banks, the Issuing Banks or the Administrative Agent, any L/C Issuer or any Lender Agent upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementhereof, 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 Bank, any Issuing Bank or the Administrative Agent, the L/C Issuers or the Lenders Agent with respect thereto. The liability of each the Guarantor under its Guarantee the guaranty granted under this Agreement with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from this AgreementAgreement or any other Loan Document (with regard to such Guaranteed Obligations); (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the its Guaranteed Obligations; (c) any change in ownership of the Borrower; (d) any law or regulation acceptance of any jurisdiction partial payment(s) from the Borrower or any other event affecting any term of a Guaranteed Obligationthe Guarantor; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of its Obligations under any Guarantor or the BorrowerLoan Document. Each Guarantee The guaranty under this Agreement 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 Obligation is rescinded or must otherwise be returned by the Banks, the Issuing Banks or the Administrative Agent, any L/C Issuer or any Lender Agent upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of this the Credit 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 Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each the Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; any of the terms of the Credit Agreement or any Obligation, including any increase or decrease in the rate of interest thereon; (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of of, or consent to departure from from, any other guaranty, guarantee or support document for the Credit Agreement or all or any of the Guaranteed Obligations; ; (dc) any law present or future law, regulation or order of any jurisdiction or of any other event affecting agency thereof purporting to reduce, amend, restructure or otherwise affect (whether of right or in fact) any term of a Guaranteed the Credit Agreement or any Obligation; or (d) without being limited by the foregoing, any lack of validity or enforceability of the Credit Agreement or any Obligation; and (e) any other circumstance setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwisethe Guarantor. Notwithstanding the foregoing, the Guarantor shall be entitled to rely on, and assert as a defense to its obligations hereunder, any and all as though such payment had not been madewaivers, amendments or modifications which are granted in writing by the Guaranteed Parties to the Borrower under the Credit Agreement and which are effective pursuant to the terms of the Credit Agreement.

Guaranty Absolute. Each Closing Date (a) The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the relevant Forward Sale Contract (subject to the proviso in Section 2.01). The liability of the Guarantor under this Agreement, regardless Agreement shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Forward Sale Contract or any other agreement or instru­ment relating thereto; (ii) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such the terms of the Forward Sale Contract or the rights of the Administrative Agent, the L/C Issuers or the Lenders Beneficiary with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (biii) any change in the time, manner or place of performance or payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, extension or waiver of or any consent to departure from this Agreementthe Forward Sale Contract; (civ) any exchange, release or non-perfection of any collateralthe existence of, or any release or amendment or waiver of or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (ev) any other circumstance which might otherwise constitute a defense available to, assignment or a discharge of, any Guarantor or merger by ENAC pursuant to clauses (i) and (ii) of Section 7.08 of the BorrowerForward Sale Contract. Each Guarantee This Agreement shall continue to be effective or be reinstatedrein­stated, 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 AgentBeneficiary for any reason, any L/C Issuer or any Lender upon including, without limitation, the insolvency, bankruptcy bank­ruptcy or reorganization reorganiza­tion of the Borrower ENAC or otherwise, all as though such payment had not been made, and, in such event, the Guarantor will pay to the Beneficiary an amount equal to any such payment that has been rescinded or returned. This Guaranty shall be absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a defense available to a guarantor or ENAC or a legal or equitable discharge of a surety or guarantor except indefeasible payment in full of the Obligations. The provisions of this paragraph will survive any release or termination of this Agreement. (b) If and to the extent that the Guarantor makes any payment to the Beneficiary or to any other Person pursuant to or in respect of this Guaranty, any claim which the Guarantor may have against ENAC by reason thereof shall be subject and subordinate to the prior indefeasible payment in full in cash of the Obligations.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, HollyFrontier hereby guarantees that the Guaranteed Frontier Cheyenne Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of HollyFrontier under this AgreementAgreement constitute a present and continuing guaranty of payment, regardless and not of any law, regulation collection or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders with respect theretocollectability. The liability of each Guarantor HollyFrontier under its Guarantee this Agreement shall be absolute absolute, unconditional, present, continuing and unconditional irrevocable irrespective of: (ai) any lack assignment or other transfer of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all Agreement or any of the Guaranteed Obligationsrights thereunder of Cheyenne Logistics; (ii) any amendment, waiver, renewal, extension or any other amendment or waiver release of or any consent to or departure from this or other action or inaction related to the Agreement; (ciii) any exchangeacceptance by Cheyenne Logistics of partial payment or performance from Frontier Cheyenne; (iv) any bankruptcy, release insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or non-perfection other like proceeding relating to Cheyenne Logistics or any action taken with respect to the Agreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any collateralnotice to, or any release knowledge of, HollyFrontier, of the existence or amendment or waiver occurrence of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; matters or events set forth in the foregoing subsections (di) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligationthrough (iv); or (evi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of HollyFrontier hereunder shall not be subject to any Guarantor reduction, limitation, impairment or the Borrower. Each Guarantee termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall continue not be subject to be effective any defense or be reinstatedsetoff, as the case may becounterclaim, if at any time any payment of any recoupment or termination whatsoever by reason of the Guaranteed Obligations is rescinded invalidity, illegality or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization unenforceability of the Borrower Frontier Cheyenne Payment Obligations or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 16.01, each other Guarantor, Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Issuing Lenders or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Purchase Money Notes Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, each Class of Purchase Money 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, the L/C Issuers or the Lenders Holders with respect thereto. The liability of each the Purchase Money Notes Guarantor under its Guarantee this Guaranty Agreement shall be absolute absolute, irrevocable and unconditional irrespective of:in accordance with its terms and shall, to the fullest extent permissible under applicable law, remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated, modified or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, any of the following (whether or not the Purchase Money Notes Guarantor consents thereto or has notice thereof): (a) any lack of validity, legality or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations Purchase Money Note or any other agreement or instrument relating theretothis Guaranty Agreement; (b) any change in furnishing to the time, manner or place Holders of payment of, or in any other term of, all or any of security for the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchangebankruptcy, release insolvency, reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or non-perfection of other like proceeding relating to the Purchase Money Notes Guarantor, Debtor or any collateralother person, or any release action taken with respect to this Guaranty Agreement by any trustee or amendment receiver, or waiver of or consent to departure from by any other guarantycourt, for all or in any of the Guaranteed Obligations;such proceeding; or (d) any law defect, limitation or regulation insufficiency in the rights of any jurisdiction Debtor or any other event affecting person under any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, Purchase Money Note or a discharge of, any Guarantor or in the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeexercise thereof.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Parent guarantees that the Guaranteed Subsidiary Borrower 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Parent under its the Parent Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Subsidiary Borrower Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Borrower Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary Borrower Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Subsidiary Borrower Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Parent or any Guarantor or the other Borrower. Each The Parent 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 Subsidiary Borrower Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Walgreens or a Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will shall 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each the Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (cb) any release or amendment or waiver of, or consent to departure from, or failure to act by Bank with respect to, any other guaranty or support document, or any exchange, release or non-perfection of any collateralof, or failure to act by Bank with respect to, any release or amendment or waiver of or consent to departure from any other guarantyCollateral, for all or any of the Guaranteed Obligations; ; (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 the Obligations or any Loan Document; (d) any law change in the corporate existence, structure, or regulation ownership of Borrower; (e) without being limited by the foregoing, any lack of validity or enforceability of any jurisdiction Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other event affecting any term of a Guaranteed Obligation; or (etheory) any other circumstance with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madea Guarantor.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Walgreens guarantees that the Guaranteed WBA 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Walgreens under its the Walgreens Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed WBA Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed WBA Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed WBA Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed WBA Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor Walgreens or the BorrowerWalgreens Boots Alliance. Each The Walgreens 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 WBA Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the a Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, each Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Issuing Lenders or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date (a) Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreementthe Loan Documents, regardless of any law, regulation regulation, or order now or hereafter later in effect in any jurisdiction affecting any of such the terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders Lender with respect theretoto that. The liability of each Guarantor under its Guarantee shall this Guaranty will be absolute and unconditional irrespective of: (ai) any lack of validity, validity or enforceability or genuineness of any provision of any the Loan Document, any Guaranteed Obligations Documents (or any other agreement or instrument relating theretoto the Loan Documents); (bii) any change in the time, manner 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 any consent to departure from this Agreementany of the Loan Documents, including, without limitation, changes in the terms of disbursement of the Loan proceeds or repayment, modifications, extensions (including extensions beyond and after the original term), or renewals of payment dates, changes in interest rate, or the advancement of additional funds by Lender in its discretion; (ciii) any exchange, release release, or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eiv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrowers in respect of the Obligations of Guarantor under this Guaranty. (b) Regardless of any Guarantor termination of this Guaranty or the Borrower. Each Guarantee shall cancellation of the Note or any other agreement evidencing the Obligations, if at any time any payment of any of the Obligations (from any source) is rescinded, repaid, or must otherwise be returned by Lender due to the insolvency, bankruptcy, or reorganization of Borrowers or Guarantor (if applicable), or for any other circumstance, this Guaranty will 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such that payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor herebyUpon (and subject to) the appointment of a Designated Xxxxxxxx, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, WBA guarantees that the Guaranteed Subsidiary Borrower 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor WBA under its the Parent Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Subsidiary Borrower Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Borrower Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary Borrower Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Subsidiary Borrower Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, WBA or any Guarantor or the other Borrower. Each The Parent 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 Subsidiary Borrower Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the any Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will shall 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each the Guarantor under its Guarantee shall be absolute this Guaranty is absolute, irrevocable and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (cb) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the Lenders with respect to, or any impairment of any Lien on, any other guaranty or support document, or any exchange, release or non-perfection of of, or failure to act by Administrative Agent or the Lenders with respect to, any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ; (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 the Guaranteed Obligations or any Loan Document; (d) any law change in the corporate or regulation other legal existence, structure, or ownership of Borrower; (e) without being limited by the foregoing, any lack of validity or enforceability of any jurisdiction Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other event affecting any term of a Guaranteed Obligation; or (etheory) any other circumstance with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor Borrower or a guarantor, other than the Borrower. Each Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all (other than indemnities and other contingent obligations not then due and payable and as though such payment had not to which no claim has been made).

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, The Parent Borrower guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Lenders or the Lenders Issuing Banks with respect thereto. The liability of each Guarantor the Parent Borrower under its Guarantee the Guaranty shall be absolute and unconditional unconditional, irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations this Agreement or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Designated Subsidiary Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Designated Subsidiary Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Parent Borrower or any Guarantor or the other Borrower. Each Guarantee The 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 Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Lender or any Lender Issuing Bank upon the insolvency, bankruptcy or reorganization of the Borrower a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations ----------------- will be paid and performed strictly in accordance with the terms of this Agreement, the 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 the Administrative Agent, the L/C Issuers or the Lenders Lender with respect thereto. The liability of each the Guarantor under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision payment provisions of any Loan Document, any Guaranteed Obligations the Note or any other agreement or instrument relating theretothe Purchase Agreement; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release the voluntary or non-perfection involuntary bankruptcy of any collateralResorts, or any release assignment for the benefit of creditors, reorganization, receivership, liquidation or amendment or waiver of or consent to departure from any other guaranty, for all similar proceedings affecting Resorts or any of the Guaranteed Obligationsits assets; (d) any law present or regulation future action of any jurisdiction governmental authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any other event affecting any term of a Guaranteed Obligation; orthe Obligations, the Note or the Purchase Agreement or this Guaranty; (e) any other event or circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor Resorts or a guarantor. Nothing herein to the Borrower. Each Guarantee contrary withstanding, 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 Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or Resorts otherwise, all as though such payment payments had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 (a) The liabilities of the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor Parent under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: continuing guaranties of payment and performance (aand not merely of collection) any lack of and shall in no way be released, limited or affected by: (i) the validity, regularity, or enforceability or genuineness of any provision of any Loan Documentthe Subordinated Notes, any Guaranteed Obligations the Security Documents referred to therein or any other agreement or instrument relating thereto; to the Obligations; (bii) any change in the time, manner 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 any consent to or departure from this Agreement; the Subordinated Notes; (ciii) any exchange, release release, or non-perfection of any collateral, or any release or amendment or waiver of of, or consent to or departure from any other guaranty, for securing all or any of the Guaranteed Obligations; ; or (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eiv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Company or the Borrower. Each Guarantee Parent in respect of the Obligations. (b) This Guaranty shall continue to be effective effective, or be reinstated, as the case may be, if at any time any payment payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent, any L/C Issuer Agent or any Lender the Noteholders upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation or reorganization of the Borrower Company, the Parent or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other person, or any substantial part of any of their respective property, or otherwise, all as though such payment payments had not been made. This provision shall survive any termination of this Guaranty. Neither the Agent nor the Noteholders shall be required (i) to proceed against the Company, or any other person, corporation, or other business entity, or any collateral securing all or any of the Obligations before resorting to the Parent for payment, or (ii) to protect, secure, perfect or insure any collateral security document or property subject thereto at any time held as security for the Obligations or this Guaranty. (c) The Parent shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Parent and without notice to or further assent by the Parent (i) any demand for payment of any of the Obligations hereunder made by or on behalf of the Agent or the Noteholders may be rescinded by or on behalf of the Agent or the Noteholders and any of the Obligations continued, (ii) the obligations, or the liability of the Company or any other party upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by or on behalf of the Agent or the Noteholders, as the Agent or the Noteholders may deem advisable from time to time, (iii) the Subordinated Notes and the Security Documents referred to therein, and any agreement, instrument, schedule, annexure, supplement, collateral security document or guaranty, or other document delivered in connection therewith, may be amended, modified, increased, renewed, extended, supplemented or terminated, in whole or in part, as the Agent or

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly pay all Indebtedness 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoits terms. The liability of each the Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: (ai) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations documents evidencing (or any other agreement or instrument relating theretorelating) to the Indebtedness; (bii) any change in the time, manner manner, place or place amount of payment of, or in any other term of, of all or any of the Guaranteed ObligationsIndebtedness, or any other amendment or waiver of or any consent to departure from this Agreementthe terms of the Indebtedness; (ciii) any exchange, release or non-perfection of any collateral or lien securing all or any part of the Indebtedness, which exchange, release or non-perfection the Guarantor expressly agrees will not be deemed an unjustifiable impairment of the collateral, or ; (iv) any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed ObligationsIndebtedness; (dv) any law settlement or regulation of compromise with any jurisdiction Borrower or any other event affecting any term of a Guaranteed Obligationperson relating to the Indebtedness; or (evi) any other circumstance circumstances which might otherwise constitute a defense available to, or a discharge of, any Guarantor Borrower in respect of the Indebtedness or the BorrowerGuarantor in respect of this Guaranty. Each Guarantee shall This Guaranty will continue to be effective effective, or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Indebtedness is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Bank upon the insolvency, insolvency or bankruptcy or reorganization of the any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementhereof, 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 Bank, any Issuing Bank or the Administrative Agent, the L/C Issuers or the Lenders Agent with respect thereto. The liability of each the Guarantor under its Guarantee the guaranty granted under this Agreement with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from this AgreementAgreement or any other Loan Document (with regard to such Guaranteed Obligations); (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the its Guaranteed Obligations; (c) any change in ownership of any Borrower; (d) any law or regulation acceptance of any jurisdiction partial payment(s) from any Borrower or any other event affecting any term of a Guaranteed Obligationthe Guarantor; or (e) any other circumstance whatsoever which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety or any Guarantor or the BorrowerBorrower in respect of its Obligations under any Loan Document. Each Guarantee The guaranty under this Agreement 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 Obligation is rescinded or must otherwise be returned by the Banks, the Issuing Banks or the Administrative Agent, any L/C Issuer or any Lender Agent upon the insolvency, bankruptcy or reorganization of the any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations ----------------- will be paid and performed strictly in accordance with the terms of this Agreement, the Note and Purchase 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 Administrative Agent, the L/C Issuers or the Lenders Seller with respect thereto. The liability of each the Guarantor under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision payment provisions of any Loan Document, any Guaranteed Obligations the Note or any other agreement or instrument relating theretothe Purchase Agreement; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release the voluntary or non-perfection involuntary bankruptcy of any collateralAMLH, or any release assignment for the benefit of creditors, reorganization, receivership, liquidation or amendment or waiver of or consent to departure from any other guaranty, for all similar proceedings affecting AMLH or any of the Guaranteed Obligationsits assets; (d) any law present or regulation future action of any jurisdiction governmental authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any other event affecting any term of a Guaranteed Obligation; orthe Obligations, the Note or the Purchase Agreement or this Guaranty; (e) any other event or circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor AMLH or a guarantor. Nothing herein to the Borrower. Each Guarantee contrary withstanding, 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 Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Seller upon the insolvency, bankruptcy or reorganization of the Borrower or AMLH otherwise, all as though such payment payments had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, (a) BPL guarantees that the BES Guaranteed 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each Guarantor BPL under its Guarantee guaranty in this Article X shall be absolute and unconditional irrespective of:in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, the following (whether or not BPL consents thereto or has notice thereof): (ai) any lack of the genuineness, validity, regularity, enforceability or genuineness any future amendment of, or change in, the Obligations of the primary obligor under this Agreement, any other Loan Document or any other agreement, document or instrument to which such primary obligor is or may become a party; (ii) the absence of any provision action to enforce this Agreement (including this Article X) or any other Loan Document or the waiver or consent by any guaranteed party with respect to any of any Loan Documentthe provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any Guaranteed security for the Obligations or any other agreement action, or instrument relating theretothe absence of any action, by any Lender in respect thereof (including the release of any such security); (biv) any change in the time, manner or place of payment of, or in any other term of, all or any insolvency of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligationprimary obligor; or (ev) any other circumstance action or circumstances which might otherwise constitute a legal or equitable discharge or defense available toof a surety or guarantor. (b) BPL shall be regarded, or a discharge of, any Guarantor or and shall be in the Borrower. Each Guarantee shall continue to be effective or be reinstatedsame position, as principal debtor with respect to the case may be, if at any time any payment of any of the BES Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreementthe Loan Documents and/or such other documents or agreements as may be applicable thereto, 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, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validityvalidity or enforceability of the Loan Agreement, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations the Notes or any of the other agreement or instrument relating theretoLoan Documents; (b) any change in the time, manner or place of payment of, the interest rate payable under, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this the Loan Agreement, the Notes or any of the other Loan Documents; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (ed) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor Borrower or the Borrowera guarantor. Each Guarantee This Guaranty shall continue to be effective or be reinstated, as the case may be, if (i) at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made, or (ii) this Guaranty is released in consideration of a payment of money or transfer of property or grant of a security interest by Guarantor or any other Person and such payment, transfer or grant is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of such Person or otherwise, all as though such payment, transfer or grant had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Mondelez International guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Mondelez International under its Guarantee this Guaranty shall be absolute and unconditional unconditional, irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Obligations other Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Designated Subsidiary Obligations, or any other amendment or waiver of or any consent to departure from this AgreementAgreement or any other Loan Document; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Designated Subsidiary Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelez International or any Guarantor or the other Borrower. Each Guarantee 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 Guaranteed Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor herebyUpon (and subject to) the appointment of a Designated Bxxxxxxx, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, WBA guarantees that the Guaranteed Subsidiary Borrower 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor WBA under its the Parent Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Subsidiary Borrower Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Borrower Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary Borrower Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Subsidiary Borrower Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, WBA or any Guarantor or the other Borrower. Each The Parent 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 Subsidiary Borrower Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the any Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, WBA guarantees that the Guaranteed Subsidiary Borrower 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor WBA under its the Parent Guarantee shall be absolute absolute, irrevocable and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Subsidiary Borrower Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Borrower Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary Borrower Obligations; (d) the existence of any claim, set-off or other rights which WBA may have at any time against any Lender, 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; (e) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Subsidiary Borrower Obligation; or (ef) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor WBA or the Designated Borrower. Each The Parent 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 Subsidiary Borrower Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 16.01, each other Guarantor, Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Issuing Lenders or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer Issuing Lender or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, (a) The Guarantors hereby jointly and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees severally guarantee that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this the Credit Agreement, the Notes 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 of the Administrative Agent, the L/C Issuers or the Lenders Agents with respect thereto. The joint and several liability of each Guarantor the Guarantors under its Guarantee this Guaranty shall be absolute absolute, unconditional and unconditional irrevocable irrespective of: (ai) any lack of validityvalidity or enforceability of the Credit Agreement, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations the Notes or any other agreement or instrument relating theretoentered into between the Borrowers, the Banks, the Agents or the Guarantors; (bii) any 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 any consent to departure from this the Credit Agreement, the Notes or the other Loan Documents; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eiii) any other circumstance circumstance, except payment of the Obligations, which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Borrowers in respect of the Obligations or the Borrower. Each Guarantee Guarantors in respect of this Guaranty. (b) This is a guaranty of payment and performance and not of collection and the Banks shall not be required to exhaust their remedies against, the Borrowers before requiring the Guarantors to pay and perform under this Guaranty. (c) 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 Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Banks upon the insolvency, bankruptcy or reorganization of the Borrower Borrowers or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, each Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Mondelēz International guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Mondelēz International under its Guarantee this Guaranty shall be absolute and unconditional unconditional, irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations this Agreement or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Designated Subsidiary Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Designated Subsidiary Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelēz International or any Guarantor or the other Borrower. Each Guarantee 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 Guaranteed Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor herebyThis Guaranty shall in all respects be a continuing, absolute, unconditional, and upon becoming a Guarantor pursuant irrevocable guaranty of payment, and shall remain in full force and effect until all Advances under the Loan Agreement have been repaid in full, and the commitments of the Banks under and in connection with the Operative Documents shall have terminated. AMD Inc. guarantees that, subject to Section 11.01 each other Guarantor2.1, guarantees that the Guaranteed Obligations will be paid ----------- and performed strictly in accordance with the terms of this Agreementthe Operative Document under which they arise, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of AMD Saxonia, the Administrative Security Agent, the L/C Issuers Agent, or the Lenders any Bank with respect thereto. The liability of each Guarantor AMD Inc. under its Guarantee this Guaranty shall be absolute continuing, absolute, unconditional, and unconditional irrevocable irrespective of: (a) any lack of validity, legality, or enforceability or genuineness of any provision of any Loan Operative Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) the failure of AMD Saxonia, the Security Agent, the Agent, the Paying Agent, or any Bank (i) to assert any claim or demand or to enforce any right or remedy against AMD Holding or any other Person (including any other guarantor) under or in connection with the provisions of any Operative Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Guaranteed Obligations; (c) any change in the time, manner manner, or place of payment or performance of, or in any other term of, all or any of the Guaranteed Obligations, or any other extension, compromise, or renewal of any Guaranteed Obligation; (d) any reduction, limitation, impairment, or termination of any Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration, right of retention or compromise, and shall not be subject to (and AMD Inc. hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Guaranteed Obligations; (e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from this Agreementfrom, any of the terms of any Operative Document; (cf) any addition, exchange, release release, surrender, or non-perfection of any collateral, or any amendment to or waiver or release or amendment or waiver of addition of, or consent to departure from from, any other guaranty, for all held by AMD Saxonia, the Security Agent, the Agent, the Paying Agent, or any Bank securing any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eg) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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 AgentAMD Holding, any L/C Issuer surety (Bhrge), or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeguarantor.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, The Parent guarantees that the Guaranteed Obligations will shall 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each Guarantor the Parent under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Loan Documents or Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; any of the terms of any Loan Document or Obligation, including any increase or decrease in the rate of interest thereon; (cb) any release or amendment or waiver of, or consent to departure from, any other guarantee or support document, or any receipt, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Loan Documents or Obligations; ; (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 Obligation; (d) without being limited by the foregoing, any law lack of genuineness, validity, regularity or regulation enforceability of any jurisdiction Loan Document or any other event affecting any term of a Guaranteed Obligation; or (e) any other fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Parent under this Guaranty (other than indefeasible payment in full in cash of the Obligations), or (f) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwisethe Parent, and the Parent hereby irrevocably waives any defenses to the enforcement of this Guaranty it may now have or hereafter acquire in any way relating to any or all as though such payment had not been madeof the foregoing.

Guaranty Absolute. Each Closing Date (a) The obligations of the Guarantor herebyunder this Guaranty Agreement are independent of the Obligations, and upon becoming a separate action or actions may be brought and prosecuted against the Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of enforce this Guaranty Agreement, regardless irrespective of whether any law, regulation action is brought against the Borrower or order now or hereafter in effect whether the Borrower is joined in any jurisdiction affecting such action or actions. All rights of DFC and the obligations of the Guarantor under this Guaranty Agreement shall be direct, absolute, unconditional, irrevocable, and continuing and shall not to any extent or in any way be reduced, limited, terminated, discharged, impaired, or otherwise affected by any of such terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective offollowing: (ai) the Borrower’s failure to pay a fee or provide other consideration to the Guarantor in consideration of its entering into this Guaranty Agreement; (ii) the occurrence or continuation of any Default or Event of Default or any acceleration or required prepayment of the Obligations as a result thereof of otherwise; (iii) any illegality, lack of validityvalidity or unenforceability of, enforceability or genuineness of any provision of misrepresentation, irregularity, or other defect in, the Finance Agreement, the Note, any Loan other Financing Document, any Guaranteed Obligations or any other agreement guaranty, agreement, or instrument relating thereto; (biv) any change in failure by DFC to take any steps to preserve its rights to any Lien securing the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsLoan, or any other amendment failure by DFC to perfect or waiver of keep perfected its Liens in any collateral relating to the Loan, the Finance Agreement or any consent to departure from this Agreementthe Notes; (cv) any exchangefailure to pay Taxes that may have been payable in respect of the issuance or transfer of the Note or to register the same with any Governmental Authority or to obtain any governmental order, release or non-perfection of any collaterallicense, or any release permit in connection with such issuance or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligationstransfer; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 (a) The liabilities of the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor Parent under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: continuing guaranties of payment and performance (aand not merely of collection) any lack of and shall in no way be released, limited or affected by: (i) the validity, regularity, or enforceability or genuineness of any provision of any Loan Documentthe Subordinated Notes, any Guaranteed Obligations the Security Documents referred to therein or any other agreement or instrument relating thereto; to the Obligations; (bii) any change in the time, manner 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 any consent to or departure from this Agreement; the Subordinated Notes; (ciii) any exchange, release release, or non-perfection of any collateral, or any release or amendment or waiver of of, or consent to or departure from any other guaranty, for securing all or any of the Guaranteed Obligations; ; or (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eiv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Company or the Borrower. Each Guarantee Parent in respect of the Obligations. (b) This Guaranty shall continue to be effective effective, or be reinstated, as the case may be, if at any time any payment payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent, any L/C Issuer Agent or any Lender the Noteholders upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation or reorganization of the Borrower Company, the Parent or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other person, or any substantial part of any of their respective property, or otherwise, all as though such payment payments had not been made. This provision shall survive any termination of this Guaranty. Neither the Agent nor the Noteholders shall be required (i) to proceed against the Company, or any other person, corporation, or other business entity, or any collateral securing all or any of the Obligations before resorting to the Parent for payment, or (ii) to protect, secure, perfect or insure any collateral security document or property subject thereto at any time held as security for the Obligations or this Guaranty. (c) The Parent shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Parent and without notice to or further assent by the Parent (i) any demand for payment of any of the Obligations hereunder made by or on behalf of the Agent or the Noteholders may be rescinded by or on behalf of the Agent or the Noteholders and any of the Obligations continued, (ii) the obligations, or the liability of the Company or any other party upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by or on behalf of the Agent or the Noteholders, as the Agent or

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Walgreens guarantees that the Guaranteed WBA 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Walgreens under its the Walgreens Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed WBA Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed WBA Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed WBA Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed WBA Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor Walgreens or the BorrowerWalgreens Boots Alliance. Each The Walgreens 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 WBA Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Obligations and ----------------- the Guaranteed Obligations Expenses will be paid strictly in accordance with the terms and provisions of this AgreementGuaranty and, regardless of to the maximum extent permitted by law, Guarantor waives any law, regulation regulation, order or order judgment now or hereafter in effect in any jurisdiction affecting any the obligations of such terms Guarantor or the rights of the Administrative Agent, the L/C Issuers or the Lenders Lender with respect thereto. The This Guaranty, and the liability of each Guarantor under its Guarantee this Guaranty (which liability is subject to Sections 1(c) and 2 hereof), shall continue and be absolute and unconditional and remain in full force and effect irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating theretothe Terms; (b) any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Guaranteed ObligationsTerms, or any other amendment renewal, extension, amendment, modification or waiver of or any consent to departure from this Agreementany of the Terms; (c) any exchange, release act or non-perfection omission of Lender (or other holder of the Collateral Documents) of any collateralnature whatsoever; (d) with respect to Guarantor, Borrower or any other person or entity, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Obligations or to the execution, delivery or performance of any of the Terms, or (ii) any release violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or amendment any other document, instrument or waiver agreement occasioned by the incurrence of the Terms, by the execution, delivery, or performance of any of the Terms, or by any failure of same to have been duly authorized by all necessary corporate or other action; (e) any amendment, waiver, modification, extension or renewal of or consent to departure from or forbearance of any other guarantyaction or inaction under or in respect of this Guaranty or any other of the Terms; (f) any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the Collateral other than a release of all of the Collateral which results in a termination of this Guaranty under Section 8(a) below) at any time and from time to time now or hereafter securing any or all of the Obligations or Terms (including, without limitation, any reallocation of collateral effected by or on behalf of Lender (or its affiliate) pursuant to the Pledge Agreement) or the liability of Guarantor, Borrower or any other person or entity in respect of all or any of the Terms or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Guaranteed ObligationsTerms, the liability of Guarantor, Borrower or any other person or entity, in respect of all or any of the Obligations or Terms; (dg) any other guaranty now or hereafter executed by Guarantor or anyone else or any recovery under any such other guaranty; (h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Terms, or any claim, cause of action, right or remedy which Lender may, at any time, have under this Guaranty, the Pledge Agreement or any of the other Collateral Documents or with respect to any guaranty or any security which may be held by Lender (or other holder of the Collateral Documents) with respect to the Loan; (i) the failure to give Guarantor any notice whatsoever, other than any notice which Lender is expressly required to give pursuant to any provisions of this Guaranty; (j) exculpatory provisions in any of the Collateral Documents limiting Lender's recourse to property encumbered by the Loan Documents or to any other security or limiting Lender's rights to enforce a deficiency judgment against Borrower; (k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or regulation otherwise), of all or any part of Borrower's interest in any property securing the Loan or the occurrence of any jurisdiction such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in Guarantor becoming the Borrower under the Collateral Documents, provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Collateral Documents; (l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interest of Lender (or other event affecting holder of the Collateral Documents) in the Collateral Documents or this Guaranty; (m) any term failure to properly record or file any of the Collateral Documents, or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; (n) any recovery as a Guaranteed Obligationresult of the exercise by Lender (or other holder of the Collateral Documents) of any of its rights or remedies under the Collateral Documents, including any foreclosure thereof; or (eo) any other fact, circumstance which or matter of any nature whatsoever that might otherwise constitute a defense available to, or a discharge of, or might otherwise operate to release or affect the obligations of, Guarantor, Borrower or any Guarantor other person or entity liable to Lender (or other holder of the BorrowerCollateral Documents) in respect of any of the Terms. Each Guarantee This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time regardless of whether any payment of any of the Obligations or the Guaranteed Obligations Expenses is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy bankruptcy, or reorganization of the Borrower Guarantor, Borrower, or otherwiseany other person or entity or for any reason whatsoever, all as though such payment had not been made. Lender shall not be required to contest, dispute or litigate its obligation to make such payment or repayment. The obligations of Guarantor hereunder shall be absolute and primary, shall be complete and binding as to Guarantor upon its execution of this Guaranty, shall be subject to no conditions precedent, and shall be independent of and cumulative to any other of the Terms, and Lender may exercise any of its rights and remedies under this Guaranty, any other of the Terms or otherwise singly or concurrently. The obligations of Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any voluntary or involuntary bankruptcy, insolvency, receivership, reorganization, liquidation, arrangement, or debtor-relief proceeding of or against Borrower, or by any defense that Borrower may have by reason of the existence of any such proceeding or any order, decree or decision of any court or administrative body resulting from or relating to any such proceeding.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will shall 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each the Guarantor under its Guarantee shall be absolute this Guaranty is absolute, irrevocable and unconditional DB3/ 204471659.4 irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (cb) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the Lenders with respect to, or any impairment of any Lien on, any other guaranty or support document, or any exchange, release or non-perfection of of, or failure to act by Administrative Agent or the Lenders with respect to, any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ; (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 the Guaranteed Obligations or any Loan Document; (d) any law change in the corporate or regulation other legal existence, structure, or ownership of Borrower; (e) without being limited by the foregoing, any lack of validity or enforceability of any jurisdiction Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other event affecting any term of a Guaranteed Obligation; or (etheory) any other circumstance with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor Borrower or a guarantor, other than the Borrower. Each Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all (other than indemnities and other contingent obligations not then due and payable and as though such payment had not to which no claim has been made).

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will shall 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (cb) any release or amendment or waiver of, or consent to departure from, or failure to act by Bank with respect to, any other guaranty or support document, or any exchange, release or non-perfection of any collateralof, or failure to act by Bank with respect to, any release or amendment or waiver of or consent to departure from any other guarantyCollateral, for all or any of the Guaranteed Obligations; ; (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 the Obligations or any Loan Document; (d) any law change in the corporate existence, structure, or regulation ownership of Borrower; (e) without being limited by the foregoing, any lack of validity or enforceability of any jurisdiction Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other event affecting any term of a Guaranteed Obligation; or (etheory) any other circumstance with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madea Guarantor.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, each Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Issuing Lenders or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; ; (b) any 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 any consent to departure from this Agreement; ; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly pay all Indebtedness 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoits terms. The liability of each the Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: (ai) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations documents evidencing (or any other agreement or instrument relating theretorelating) to the Indebtedness; (bii) any change in the time, manner manner, place or place amount of payment of, or in any other term of, of all or any of the Guaranteed ObligationsIndebtedness, or any other amendment or waiver of or any consent to departure from this Agreementthe terms of the Indebtedness; (ciii) any exchange, release or non-perfection of any collateral or lien securing all or any part of the Indebtedness, which exchange, release or non-perfection the Guarantor expressly agrees will not be deemed an unjustifiable impairment of the collateral, or ; (iv) any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed ObligationsIndebtedness; (dv) any law settlement or regulation of compromise with any jurisdiction Borrower or any other event affecting any term of a Guaranteed Obligationperson relating to the Indebtedness; or (evi) any other circumstance circumstances which might otherwise constitute a defense available to, or a discharge of, any Guarantor Borrower in respect to the Indebtedness or the BorrowerGuarantor in respect of this Guaranty. Each Guarantee shall This Guaranty will continue to be effective effective, or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Indebtedness is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Bank upon the insolvency, insolvency or bankruptcy or reorganization of the any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor herebyThe obligations of the Obligors under Article IV shall constitute a guaranty of payment and to the fullest extent permitted by applicable law, are absolute, irrevocable and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantorunconditional, guarantees that joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations will be paid strictly in accordance with of the terms of Company under 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 the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment ofreferred to herein, or in any substitution, release or exchange of any other term of, all guarantee of or security for any of the Guaranteed Obligations, or and, irrespective of any other amendment circumstance whatsoever that might otherwise constitute a legal or waiver equitable discharge or defense of a surety or Obligor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Obligors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (i) at any time or from time to time, without notice to the Obligors, to the extent permitted by law, the time for any performance of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or compliance with any of the Guaranteed Obligations; Obligations shall be extended, or such performance or compliance shall be waived; (dii) any law or regulation of the acts mentioned in any jurisdiction of the provisions of this Agreement, or any other event affecting any term of a Guaranteed Obligationagreement or instrument referred to herein, shall be done or omitted; or (eiii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment maturity of any of the Guaranteed Obligations is rescinded shall be accelerated, or must any of the Guaranteed Obligations shall be amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be amended or waived in any respect 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 be returned dealt with; or (iv) the release of any other Obligor. The Obligors hereby expressly waive (to the fullest extent permitted by law) diligence, presentment, demand of payment, protest and, to the Administrative Agentextent permitted by law, all notices whatsoever, and any requirement that Credit Provider exhaust any right, power or remedy or proceed against the Company under this Agreement or any other agreement or instrument referred to herein, or against any other person under any other guarantee of any of the Guaranteed Obligations. The Obligors waive, to the extent permitted by law, any L/C Issuer and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Credit Provider upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Company and Credit Provider shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Provider, and the obligations and liabilities of the Obligors hereunder shall not be conditioned or contingent upon the pursuit by Credit Provider or any Lender other person at any time of any right or remedy against the Company or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the insolvencyObligors and the successors and assigns thereof, bankruptcy or reorganization and shall inure to the benefit of Credit Provider and its successors and assigns, notwithstanding that from time to time during the Borrower or otherwise, all as though such payment had not been madeterm of this Agreement there may be no Guaranteed Obligations outstanding.

Guaranty Absolute. Each Closing Date Guarantor herebyUpon (and subject to) the appointment of a Designated Borrower and only for so long as there is a Designated Borrower hereunder, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, WBA guarantees that the Guaranteed Subsidiary Borrower 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor WBA under its the Parent Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Subsidiary Borrower Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Borrower Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary Borrower Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Subsidiary Borrower Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, WBA or any Guarantor or the other Borrower. Each The Parent 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 Subsidiary Borrower Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the a Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon Upon becoming a Guarantor pursuant to Section 11.01 10.01, each other Guarantor, Guarantor guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateralthe Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the BorrowerBorrowers. Each 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower Borrowers or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of this the Credit 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 Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each the Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; any of the terms of the Credit Agreement or any Obligation, including any increase or decrease in the rate of interest thereon; (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of of, or consent to departure from from, any other guaranty, guarantee or support document for the Credit Agreement or all or any of the Guaranteed Obligations; ; (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 the Credit Agreement or any Obligation; (d) without being limited by the foregoing, any law lack of validity or regulation enforceability of any jurisdiction the Credit Agreement or any other event affecting any term of a Guaranteed Obligation; or and (e) any other circumstance setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor the Subsidiary Borrower or the BorrowerGuarantor. Each Guarantee Notwithstanding the foregoing, the Guarantor shall continue be entitled to be rely on, and assert as a defense to its obligations hereunder, any and all waivers, amendments or modifications which are granted in writing by the Guaranteed Parties to the Borrower under the Credit Agreement and which are effective or be reinstated, as pursuant to the case may be, if at any time any payment of any terms of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeCredit Agreeement.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its the Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each The 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor herebyUpon (and subject to) the appointment of a Designated Borrower, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, WBA guarantees that the Guaranteed Subsidiary Borrower 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor WBA under its the Parent Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Subsidiary Borrower Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Borrower Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary Borrower Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Subsidiary Borrower Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, WBA or any Guarantor or the other Borrower. Each The Parent 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 Subsidiary Borrower Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the any Designated Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, unconditionally guarantees that the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of this the Construction 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 Administrative Agent, the L/C Issuers or the Lenders Company with respect thereto. The liability of each Guarantor under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (ai) any lack of validityvalidity or enforceability of the Development Contract, enforceability or genuineness of any provision of any Loan Documentthe Escrow Agreement, any Guaranteed Obligations the Lease, the Construction Agreement, the Mortgage, or any other agreement or instrument relating thereto; ; (bii) any 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, Obligations or any other amendment or waiver of or any consent to departure from this the Development Contract, the Escrow Agreement; , the Lease, the Construction Agreement, the Mortgage, or any other agreement or instrument relating thereto; (ciii) any exchange, release or non-perfection of any collateral, collateral or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any law discharge of Xxxx from any of the Obligations pursuant to any bankruptcy, reorganization, insolvency or regulation of any jurisdiction liquidation proceedings, or any other event affecting similar proceedings for relief under any term bankruptcy or under laws for the relief of a Guaranteed Obligationdebtors; or or (ev) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or Xxxx in respect of the BorrowerObligations unless based upon the default of the Company under the Construction Agreement. Each Guarantee This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Company upon the insolvency, bankruptcy or reorganization of the Borrower Xxxx or otherwise, all as though such payment had not been made. Guarantor expressly agrees it shall remain liable for any deficiency remaining after foreclosure of the Mortgage (by any means) whether or not the liability of Xxxx or any other obligor for such deficiency is discharged pursuant to statute or judicial decision.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each the Guarantor under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations the Agreement or any other agreement or instrument relating theretothereto (other than this Guaranty) or any law, regulation or order now or hereinafter in effect in any jurisdiction purporting to prohibit the payment by the Borrower of the Obligations; (b) any 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 any consent to departure release from this the Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure release from any other guaranty, for all or any of the Guaranteed Obligations;; or (d) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of a guarantor as a matter of law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrowerequity. Each Guarantee 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 Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees Guarantors guarantee that the Obligations and the Guaranteed Obligations Expenses will be paid strictly in accordance with the terms and provisions of this AgreementGuaranty and, regardless of to the maximum extent permitted by law, Guarantors waive any law, regulation regulation, order or order judgment now or hereafter in effect in any jurisdiction affecting any the obligations of such terms Guarantors or the rights of the Administrative Agent, the L/C Issuers or the Lenders Lender with respect thereto. The This Guaranty, and the liability of each Guarantor Guarantors under its Guarantee this Guaranty (which liability is subject to Section 2 hereof), shall continue and be absolute and unconditional and remain in full force and effect irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating theretothe Terms; (b) any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Guaranteed ObligationsTerms, or any other amendment renewal, extension, amendment, modification or waiver of or any consent to departure from this Agreementany of the Terms; (c) any exchange, release act or non-perfection omission of Lender (or other holder of the Collateral Documents) of any collateralnature whatsoever; (d) with respect to any Guarantor, Borrower or any other person or entity, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Obligations or to the execution, delivery or performance of any of the Terms, or (ii) any release violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or amendment any other document, instrument or waiver agreement occasioned by the incurrence of the Terms, by the execution, delivery, or performance of any of the Terms, or by any failure of same to have been duly authorized by all necessary corporate or other action; (e) any amendment, waiver, modification, extension or renewal of or consent to departure from or forbearance of any other guarantyaction or inaction under or in respect of this Guaranty or any other of the Terms; (f) any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the Collateral other than a release of all of the Collateral, which results in a termination of this Guaranty under Section 7(a) below) at any time and from time to time now or hereafter securing any or all of the Obligations or Terms or the liability of any Guarantor, Borrower or any other person or entity in respect of all or any of the Terms or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Guaranteed ObligationsTerms, the liability of any Guarantor, Borrower or any other person or entity, in respect of all or any of the Obligations or Terms; (dg) any other guaranty now or hereafter executed by any Guarantor or anyone else or any recovery under any such other guaranty; (h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Terms, or any claim, cause of action, right or remedy which Lender may, at any time, have under this Guaranty, the Pledge Agreement or any of the other Collateral Documents or with respect to any guaranty or any security which may be held by Lender (or other holder of the Collateral Documents) with respect to the Loan; (i) the failure to give any Guarantor any notice whatsoever, other than any notice which Lender is expressly required to give pursuant to any provisions of this Guaranty; (j) exculpatory provisions in any of the Collateral Documents limiting Lender's recourse to property encumbered by the Loan Documents or to any other security or limiting Lender's rights to enforce a deficiency judgment against Borrower; (k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or regulation otherwise), of all or any part of Borrower's interest in any property securing the Loan or the occurrence of any jurisdiction such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in any Guarantor becoming the Borrower under the Collateral Documents, provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Collateral Documents, (l) any sale, assignment,, [sic] conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interest of Lender (or other event affecting holder of the Collateral Documents) in the Collateral Documents or this Guaranty; (m) any term failure to properly record or file any of the Collateral Documents, or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; (n) any recovery as a Guaranteed Obligationresult of the exercise by Lender (or other holder of the Collateral Documents) of any of its rights or remedies under the Collateral Documents, including any foreclosure thereof; or (eo) any other fact, circumstance which or matter of any nature whatsoever that might otherwise constitute a defense available to, or a discharge of, or might otherwise operate to release or affect the obligations of any Guarantor Guarantor, Borrower or any other person or entity liable to Lender (or other holder of the BorrowerCollateral Documents) in respect of any of the Terms. Each Guarantee This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time regardless of whether any payment of any of the Obligations or the Guaranteed Obligations Expenses is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy bankruptcy, or reorganization of the Borrower any Guarantor, Borrower, or otherwiseany other person or entity or for any reason whatsoever, all as though such payment had not been made. Lender shall not be required to contest, dispute or litigate its obligation to make such payment or repayment. The obligations of each Guarantor hereunder shall be absolute and primary, shall be complete and binding as to such Guarantor upon its execution of this Guaranty, shall be subject to no conditions precedent, and shall be independent of and cumulative to any other of the Terms, and Lender may exercise any of its rights and remedies under this Guaranty, any other of the Terms or otherwise singly or concurrently. The obligations of any Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any voluntary or involuntary bankruptcy, insolvency, receivership, reorganization, liquidation, arrangement, or debtor-relief proceeding of or against Borrower, or by any defense that Borrower may have by reason of the existence of any such proceeding or any order, decree or decision of any court or administrative body resulting from or relating to any such proceeding.

Guaranty Absolute. Each Closing Date This Guaranty shall in all respects be an absolute, unconditional and irrevocable guaranty of payment of the Guaranteed Obligations and each Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementthe Transaction Documents under which they arise, 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, the L/C Issuers or the Lenders Guaranteed Parties with respect thereto. The Except as provided in Sections 8 and 9 hereof, the liability of each Guarantor under its Guarantee this Guaranty shall remain in full force and effect without regard to, and shall not be absolute and unconditional irrespective released, suspended, discharged, terminated, modified or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation any of the following (whether or not any Guarantor consents thereto or has notice thereof): (i) any change in or waiver of the time, place or manner of payment, or any other term, of any of the Guaranteed Obligations or any of the Transaction Documents, any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement to or deletion from, or any other action or inaction under or in respect of: , any of the Guaranteed Obligations or any of the Transaction Documents or any other document, instrument or agreement referred to therein or any assignment or transfer of any of the Guaranteed Obligations or any of the Transaction Documents; (aii) any lack of validity, legality or enforceability or genuineness of any provision of any Loan Document, any the Guaranteed Obligations or any of the Transaction Documents or any other document, instrument, or agreement referred to therein or instrument relating thereto; of any assignment or transfer of any of the foregoing; (biii) any settlement, release or compromise of any of the Guaranteed Obligations or any of the Transaction Documents or any liability of any other party (including without limitation any other guarantor) with respect to any of the Guaranteed Obligations or any of the Transaction Documents, or any subordination of payment of any of the Guaranteed Obligations to the payment of any other indebtedness, liability or obligation of the Company or its Subsidiaries; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or other like proceeding or occurrence relating to the Company or any of its Subsidiaries or any other change in title ownership, composition or nature of the time, manner Company or place any of payment of, its Subsidiaries; (v) any application of sums paid by the Company or in any other term of, all or Person with respect to any of the Guaranteed Obligations, except to the extent actually applied against the Guaranteed Obligations, regardless of what other liabilities of the Company or any of its Subsidiaries remain unpaid; (vi) the failure of any of the Guaranteed Parties to assert any claim or demand or to enforce any right or remedy against the Company or any other amendment or waiver of or any consent to departure from this Agreement; Person (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from including any other guaranty, for all or guarantor of any of the Guaranteed Obligations; ) under the provisions of any of the Transaction Documents or otherwise, or any failure of any of the Guaranteed Parties to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; (dvii) any law other act or regulation of failure to act by any jurisdiction Guaranteed Party which may adversely affect any Guarantor; or any other event affecting any term of a Guaranteed Obligation; or (eviii) any other circumstance which might otherwise constitute a defense available toagainst, or a legal or equitable discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeGuarantor’s liability under this Guaranty.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 (a) The liabilities of the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor Parent under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: continuing guaranties of payment and performance (aand not merely of collection) any lack of and shall in no way be released, limited or affected by: (i) the validity, regularity, or enforceability or genuineness of any provision of any Loan Documentthe Subordinated Notes, any Guaranteed Obligations the Security Documents referred to therein or any other agreement or instrument relating thereto; to the Obligations; (bii) any change in the time, manner 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 any consent to or departure from this Agreement; the Subordinated Notes; (ciii) any exchange, release release, or non-perfection of any collateral, or any release or amendment or waiver of of, or consent to or departure from any other guaranty, for securing all or any of the Guaranteed Obligations; ; or (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eiv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Company or the Borrower. Each Guarantee Parent in respect of the Obligations. (b) This Guaranty shall continue to be effective effective, or be reinstated, as the case may be, if at any time any payment payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent, any L/C Issuer Agent or any Lender the Noteholders upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation or reorganization of the Borrower Company, the Parent or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other person, or any substantial part of any of their respective property, or otherwise, all as though such payment payments had not been made. This provision shall survive any termination of this Guaranty. Neither the Agent nor the Noteholders shall be required (i) to proceed against the Company, or any other person, corporation, or other business entity, or any collateral securing all or any of the Obligations before resorting to the Parent for payment, or (ii) to protect, secure, perfect or insure any collateral security document or property subject thereto at any time held as security for the Obligations or this Guaranty. (c) The Parent shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Parent and without notice to or further assent by the Parent (i) any demand for payment of any of the Obligations hereunder made by or on behalf of the Agent or the Noteholders may be rescinded by or on behalf of the Agent or the Noteholders and any of the Obligations continued, (ii) the obligations, or the liability of the Company or any other party upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by or on behalf of the Agent or the Noteholders, as the Agent or the Noteholders may deem advisable from time to time, (iii) the Subordinated Notes and the Security Documents referred to therein, and any agreement, instrument, schedule, annexure, supplement, collateral security document or

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the BorrowerBorrowers. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower Borrowers or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor herebyGuarantor, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor11.01, guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Mondelēz International guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Mondelēz International under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Documentthis Agreement, any Guaranteed Obligations Designation Agreement, any Note or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Designated Subsidiary Obligations, or any other amendment or waiver of or any consent to departure from this Agreement, any Designation Agreement or any Note; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Designated Subsidiary Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelēz International or any Guarantor or the other Borrower. Each Guarantee 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 Guaranteed Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Mondelēz International guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor Mondelēz International under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations this Agreement or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Designated Subsidiary Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Designated Subsidiary Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Designated Subsidiary Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelēz International or any Guarantor or the other Borrower. Each Guarantee 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 Guaranteed Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementhereof, 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 Bank, any Issuing Bank or the Administrative Agent, the L/C Issuers or the Lenders Agent with respect thereto. The liability of each the Guarantor under its Guarantee the guaranty granted under this Agreement with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from this Agreement;Agreement or any other Loan Document (with regard to such Guaranteed Obligations); 80 -74- (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the its Guaranteed Obligations; (c) any change in ownership of the Borrower; (d) any law or regulation acceptance of any jurisdiction partial payment(s) from the Borrower or any other event affecting any term of a Guaranteed Obligationthe Guarantor; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of its Obligations under any Guarantor or the BorrowerLoan Document. Each Guarantee The guaranty under this Agreement 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 Obligation is rescinded or must otherwise be returned by the Banks, the Issuing Banks or the Administrative Agent, any L/C Issuer or any Lender Agent upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, Borrower guarantees that the Guaranteed Obligations of the other Borrower will be paid strictly in accordance with the terms of this Agreement, 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 Administrative Agent, the L/C Issuers or the Lenders Bank with respect thereto. The liability of each Guarantor Borrower under its Guarantee Guaranty shall be absolute and unconditional irrespective of: : (ai) any lack of validityvalidity or enforceability of this Agreement, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations the Note or any other agreement or instrument relating thereto; ; (bii) any 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 any consent to departure from this Agreement; any Loan Document; or (ciii) any exchange, release or non-perfection of any collateralcollateral delivered, or purported to be delivered, to the Bank pursuant to any Loan Document, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation . The Guaranty of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each Guarantee each Borrower hereunder 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, any L/C Issuer or any Lender Bank upon the insolvency, bankruptcy or reorganization of the other Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, The Company guarantees that the Company Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, hereof 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, the L/C Issuers or the Lenders Fleet with respect thereto. The liability of each Guarantor the Company under its Guarantee this Article IIB with regard to the Company Guaranteed Obligations shall be absolute and unconditional irrespective of: (ai) any lack of validityvalidity or enforceability of this Agreement with respect to Quaker Textile and Quaker Mexico (with regard to the Company Guaranteed Obligations), enforceability or genuineness of any provision of any Loan Documentthe other documents executed and/or delivered in connection with this Agreement, any Guaranteed Obligations or any other agreement or instrument relating thereto; (bii) any change in the timetime of, manner or place of payment of, or in any other term of, all or any of the Company Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from this AgreementAgreement (with regard to the Company Guaranteed Obligations) by Quaker Textile and Quaker Mexico; (ciii) any exchange, release or non-perfection nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Company Guaranteed Obligations; (div) any law change in ownership of Quaker Textile or regulation Quaker Mexico; (v) any acceptance of any jurisdiction partial payment(s) from Quaker Textile or any other event affecting any term of a Guaranteed ObligationQuaker Mexico; or (evi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor Quaker Textile or Quaker Mexico in respect of the BorrowerCompany Guaranteed Obligations. Each Guarantee The obligations of the Company contained in this Article IIB shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Company Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Fleet upon the insolvency, bankruptcy or reorganization of the Borrower Quaker Textile or Quaker Mexico or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date a. Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly and performed by PMH in accordance with the terms of this Agreementthe Debt Documents (as defined below), regardless of any law, regulation regulation, or order now or hereafter later in effect in any jurisdiction affecting any of such the terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders PMG with respect theretoto that. The liability of each Guarantor under its Guarantee shall this Guaranty will be absolute and unconditional irrespective of: (a) i. any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement document or instrument now existing or hereafter drafted evidencing or relating theretoto the Obligations (collectively, the “Debt Documents”); (b) ii. any change in the time, manner 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 any consent to departure from this Agreementany of the Debt Documents, including, without limitation, modifications, extensions (including extensions beyond and after the original term), or renewals of payment dates, changes in interest rate, or the advancement of additional funds by PMG in its discretion; (c) iii. any exchange, release release, or non-perfection nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) iv. any other circumstance which that might otherwise constitute a defense available to, or a discharge of, PMH in respect of the obligations of Guarantor under this Guaranty. b. Regardless of any Guarantor termination of this Guaranty or the Borrower. Each Guarantee shall cancellation of any of the Debt Documents or any other agreement evidencing the Obligations, if at any time any payment of any of the Obligations (from any source) is rescinded, repaid, or must otherwise be returned by PMG due to the insolvency, bankruptcy, or reorganization of PMH or Guarantor, or for any other circumstance, this Guaranty will 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such that payment had not been made.

Guaranty Absolute. Each Closing Date The liability of the Guarantor hereby, under this ----------------- Guaranty with respect to each and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that all of the Guaranteed Obligations will shall 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 the Administrative Agent, the L/C Issuers or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee irrevocable and shall be absolute and unconditional irrespective of, and shall not be released, discharged or in any way affected by, any circumstance, condition or matter (whether or not the Guarantor or any Obligor shall have any knowledge or notice thereof), including, without limitation: (a) any lack of validityamendment, enforceability waiver, extension or genuineness of renewal of, or any provision of any Loan Documentconsent to departure from, the Credit Agreement, including, without limitation, any Guaranteed Obligations waiver or any other agreement or instrument relating thereto; (b) any consent involving a change in the time, manner or place of payment of, or in any other term of, of all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (cb) any exchange, release or non-perfection nonperfection of any collateral, or any release or amendment or waiver of or consent to or departure from any other guarantyguaranty or security agreement, for all or any of the Guaranteed Obligations; (c) any extension of the time for payment by any Obligor or any other person of any Guaranteed Obligation under the Credit Agreement or any other document related thereto; (d) any failure, omission or delay by the Administrative Agent or the Banks to enforce, assert or exercise any right, power or remedy conferred on or available to it; (e) any inability, lack of authority or legal disability of any Obligor to perform any agreement, covenant, term or condition contained in the Credit Agreement for any reason (whether or not the Guarantor shall have any knowledge or notice thereof), including, without limitation, provisions of any law or regulation of any jurisdiction (including the Bahamas, The Netherlands and the United Mexican States) purporting to prohibit or excuse payment or performance by any other event affecting any term Obligor of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or its obligations under the Borrower. Each 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, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.Credit Agreement;

Guaranty Absolute. Each Closing Effective Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed 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 the Administrative Agent, the L/C Issuers Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower. Each 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, any L/C Issuer Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date (a) This is a guarantee of payment and not merely of collection. Guarantor herebyhereby covenants and agrees that in case Obligor shall fail duly and punctually to pay the Obligations on the date on which such payment is due, Guarantor will, within five (5) days of the actual receipt of written notice from Bank to such effect, and upon becoming a of the amount which Obligor has failed to pay, pay such amount, subject to the penultimate sentence of Section 1 hereof. The liability of Guarantor pursuant to Section 11.01 each other Guarantorunder this Guaranty shall be absolute and unconditional and shall not be discharged except by valid, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementfinal and irrevocable payment as herein provided, regardless of irrespective of: (i) any law, regulation regulation, or order order, or interpretation thereof, now or hereafter hereinafter in effect in any jurisdiction affecting or purporting to affect any of such the terms or the rights of the Administrative Agent, the L/C Issuers or the Lenders Bank with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: to the Obligations or with respect to this Guaranty; (aii) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any 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 Letter of or any consent to departure from this Credit Agreement; ; (ciii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ; or (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (eiv) any other circumstance circumstances which might otherwise constitute a defense available to, or a discharge of, Obligor in respect of any of the Obligations of Guarantor or the Borrowerin respect of any obligations under this Guaranty. Each Guarantee This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any such payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Bank upon the insolvency, bankruptcy or reorganization of the Borrower Obligor or otherwise, all as though such payment had not been made. (b) Except for any liability under the last sentence of subparagraph 2(a), the Guaranty shall continue in effect with respect to the Credit until 4:59 p.m., Chicago time, on the date following seven (7) days after the then current expiry date of such Credit; provided, however, that this Guaranty shall continue in effect until no Obligations are owing under the Credits and the Letter of Credit Agreement.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, (a) BPL guarantees that the BMSC Guaranteed 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoLoan Documents. The liability of each Guarantor BPL under its Guarantee guaranty in this Article X shall be absolute and unconditional irrespective of:in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, the following (whether or not BPL consents thereto or has notice thereof): (ai) any lack of the genuineness, validity, regularity, enforceability or genuineness any future amendment of, or change in, the Obligations of the primary obligor under this Agreement, any other Loan Document or any other agreement, document or instrument to which such primary obligor is or may become a party; (ii) the absence of any provision action to enforce this Agreement (including this Article X) or any other Loan Document or the waiver or consent by any guaranteed party with respect to any of any Loan Documentthe provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any Guaranteed security for the Obligations or any other agreement action, or instrument relating theretothe absence of any action, by any Lender in respect thereof (including the release of any such security); (biv) any change in the time, manner or place of payment of, or in any other term of, all or any insolvency of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligationprimary obligor; or (ev) any other circumstance action or circumstances which might otherwise constitute a legal or equitable discharge or defense available toof a surety or guarantor. (b) BPL shall be regarded, or a discharge of, any Guarantor or and shall be in the Borrower. Each Guarantee shall continue to be effective or be reinstatedsame position, as principal debtor with respect to the case may be, if at any time any payment of any of the BMSC Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. Each Closing Date (a) The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the relevant Forward Sale Contract (subject to the proviso in Section 2.01). The liability of the Guarantor under this Agreement, regardless Agreement shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Forward Sale Contract or any other agreement or instrument relating thereto; (ii) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such the terms of the Forward Sale Contract or the rights of the Administrative Agent, the L/C Issuers or the Lenders Beneficiary with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (biii) any change in the time, manner or place of performance or payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, extension or waiver of or any consent to departure from this Agreementthe Forward Sale Contract; (civ) any exchange, release or non-perfection of any collateralthe existence of, or any release or amendment or waiver of or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (ev) any other circumstance which might otherwise constitute a defense available to, assignment or a discharge of, any Guarantor or merger by ENAC pursuant to clauses (i) and (ii) of Section 7.08 of the BorrowerForward Sale Contract. Each Guarantee This Agreement 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 AgentBeneficiary for any reason, any L/C Issuer or any Lender upon including, without limitation, the insolvency, bankruptcy or reorganization of the Borrower ENAC or otherwise, all as though such payment had not been made, and, in such event, the Guarantor will pay to the Beneficiary an amount equal to any such payment that has been rescinded or returned. This Guaranty shall be absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a defense available to a guarantor or ENAC or a legal or equitable discharge of a surety or guarantor except indefeasible payment in full of the Obligations. The provisions of this paragraph will survive any release or termination of this Agreement. (b) If and to the extent that the Guarantor makes any payment to the Beneficiary or to any other Person pursuant to or in respect of this Guaranty, any claim which the Guarantor may have against ENAC by reason thereof shall be subject and subordinate to the prior indefeasible payment in full in cash of the Obligations.

Guaranty Absolute. Each Closing Date The Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that will pay all the Guaranteed Obligations will be paid strictly Indebtedness 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 the Administrative Agent, the L/C Issuers or the Lenders with respect theretoits terms. The liability of each the Guarantor under its Guarantee shall be this Guaranty is absolute and unconditional irrespective of: (ai) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations documents evidencing (or any other agreement or instrument relating theretorelating) to the Indebtedness; (bii) any change in the time, manner manner, place or place amount of payment of, or in any other term of, of all or any of the Guaranteed ObligationsIndebtedness, or any other amendment or waiver of or any consent to departure from this Agreementthe terms of the Indebtedness; (ciii) any exchange, release or non-perfection of any collateral or lien securing all or any part of the Indebtedness, which exchange, release or non- perfection the Guarantor expressly agrees will not be deemed an unjustifiable impairment of the collateral, or ; (iv) any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed ObligationsIndebtedness; (dv) any law settlement or regulation of any jurisdiction compromise with the Borrower or any other event affecting any term of a Guaranteed Obligationperson relating to the Indebtedness; or (evi) any other circumstance circumstances, other than payment, which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Borrower in respect of the Indebtedness or the BorrowerGuarantor in respect of this Guaranty. Each Guarantee shall This Guaranty will continue to be effective effective, or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Indebtedness is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Bank upon the insolvency, insolvency or bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreementhereof, 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, the L/C Issuers any Bank or the Lenders Agent with respect thereto. The liability of each Guarantor the Guarantors under its Guarantee the guaranty granted under this Credit Agreement with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from this AgreementCredit Agreement or any other Loan Document (with regard to such Guaranteed Obligations); (cb) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the its Guaranteed Obligations; (c) any change in ownership of the Borrower; (d) any law or regulation acceptance of any jurisdiction partial payment(s) from the Borrower or any other event affecting any term of a Guaranteed ObligationGuarantor; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of its Obligations under any Guarantor or the BorrowerLoan Document. Each Guarantee The guaranty under this Credit Agreement 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 Obligation is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer Banks or any Lender the Agent upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madeMADE.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees that the Guaranteed ----------------- Obligations will be paid strictly in accordance with the terms term of this Agreementthe 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 the Administrative Agent, the L/C Issuers or the Lenders Bank with respect thereto. The liability of each Guarantor under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating theretothe Note; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or obligations of the Borrower now or hereafter existing under the Note, whether for principal, interest, expenses or otherwise (collectively, the "Note Obligations") , or any other amendment or ------------- waiver of or any any-consent to departure from this Agreementthe Note; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations or the Note Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (ed) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any Guarantor or the Borrowerother guarantor. Each Guarantee 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 Guaranteed obligations or the Note Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Closing Date Guarantor hereby, and upon becoming a Guarantor pursuant to Section 11.01 each other Guarantor, guarantees The Guarantors guarantee that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreementtheir respective terms, 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, the L/C Issuers or the Lenders Purchasers with respect thereto. The liability liabilities of each Guarantor the Guarantors under its Guarantee this Guaranty shall be absolute and unconditional irrespective of: (a) any lack of validity, validity or enforceability or genuineness of any provision of any Loan Document, any Guaranteed the Obligations or any other agreement or instrument relating thereto; (b) any 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 any consent to departure from this Agreementtherefrom; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Obligor in respect of the Obligations or the BorrowerGuarantors in respect of this Guaranty, or (e) the insolvency, bankruptcy or other adverse change in the financial condition or prospects of the Obligor. Each Guarantee 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 Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any L/C Issuer or any Lender Purchasers upon the insolvency, bankruptcy or reorganization of the Borrower Obligor or otherwise, all as though such payment had not been made.