Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless Xxxxxxxxx agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationGuaranty, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter Principal have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentbeen paid; orand (e) any other circumstance (includingGuarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: Any modification, without limitationamendment, any statute of limitations) supplement, extension, agreement or any existence stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby; Beneficiary's waiver of or reliance on failure to enforce any representation by Collateral Agent of the terms, covenants or conditions contained in the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Agreement; Any release of Principal or any other guarantor or surety. This Guaranty shall continue from any liability with respect 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.portion thereof;

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are is independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders any Lender with respect thereto. The obligations of Guarantor the Company under or in respect of this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against Guarantor the Company to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor Borrower is joined in any such action or actions. The liability of Guarantor the Company under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement, any Note or any 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 ObligationsObligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders Agent or any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of Guarantor the Company under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Company to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Sprint Capital or whether Parent or any other guarantor Sprint Capital is joined in any such action or actions. The liability of Guarantor the Company under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor and, to the maximum extent permitted by law, the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement or any agreement or instrument relating theretohereto; (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 the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Sprint Capital or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of ParentSprint Capital; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent the Company, Sprint Capital or any other guarantor or surety. 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 Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Sprint Capital or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The Company guarantees that payment of the Guaranteed Obligations will be paid strictly in accordance with the terms of the this Agreement and any 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 Collateral the Agent or the Lenders any Lender with respect thereto. The obligations of Guarantor the Company under or in respect of this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, and a separate action or actions may be brought and prosecuted against Guarantor the Company to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor Borrower is joined in any such action or actions. The liability of Guarantor the Company under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, the Notes or any 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 ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and any Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders Agent or any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation other Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Noteshereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent any Bank, any Issuing Bank or the Lenders Administrative Agent with respect thereto. The obligations liability of the Guarantor under the guaranty granted under this Guaranty are independent of Agreement with regard to the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Obligations shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, this Agreement or any increase in the other Loan Document (with regard to such Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseObligations); (cb) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, 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 change, restructuring acceptance of any partial payment(s) from the Borrower or termination of the corporate, limited liability company or partnership structure or existence of ParentGuarantor; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent or any other a guarantor or suretysurety or the Borrower in respect of its Obligations under any Loan Document. This Guaranty 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 Collateral Agentthe Banks, the Lenders Issuing Banks or any other entity the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders any Lender with respect thereto. The obligations of each Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Loan Party or whether Parent the Borrower or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 ObligationsObligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Parties (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or surety. This Guaranty 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 Collateral Agent, the Lenders Administrative Agent or any Secured Party or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation other Loan Party or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, 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 Collateral Agent or the and Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Borrower or any other guarantor or whether Parent Borrower or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses defense it may now or hereafter have in any way relating to, any or all of the following: (a) 2.8.1 any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) 2.8.2 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 the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwisecredit; (c) 2.8.3 any taking, exchange, release, subordination or non-perfection of any Lien in and to any Collateral, or any taking, release or amendment or release, amendment, waiver of of, or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) 2.8.4 the existence of any claim, set-off, defense, or other right that Guarantor may have at any time against any Person, including Lenders; 2.8.5 any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; 2.8.6 any right or defense arising by reason of any claim or defense based upon an election of remedies by Agent or Lenders, including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against Borrower or sureties; 2.8.7 any change, restructuring restructuring, or termination of the corporate, limited liability company company, or partnership structure or existence of ParentBorrower or any other guarantor; or (e) 2.8.8 any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor HFC hereby guarantees that the Guaranteed Buyer Payment Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretothis Agreement. The obligations of Guarantor HFC under this Guaranty are independent Agreement constitute a present and continuing guaranty of the Guaranteed Obligationspayment, and a separate action not of collection or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionscollectability. The liability of Guarantor HFC under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocableabsolute, absolute unconditional, present, continuing and unconditional irrevocable irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack assignment or other transfer of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all this Agreement or any of the Guaranteed Obligationsrights thereunder of Buyer; (ii) any amendment, waiver, renewal, extension or any other amendment or waiver release of or any consent to or departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit or other action or inaction related to Parent or otherwisethis Agreement; (ciii) any takingacceptance by Seller of partial payment from Buyer; (iv) any bankruptcy, exchangeinsolvency, releasereorganization, subordination arrangement, composition, adjustment, dissolution, liquidation or non-perfection other like proceeding relating to Buyer or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any Collateralnotice to, or any takingknowledge of, release HFC, 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 change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthrough (iv); or (evi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent a guarantor. The obligations of HFC hereunder shall not be subject to any reduction, limitation, impairment or termination for any other guarantor reason, including any claim of waiver, release, surrender, alteration or surety. This Guaranty 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization unenforceability of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Buyer Payment Obligations or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Xxxxxx's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Xxxxxx to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Guarantor or whether Parent the Borrower or any other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement or any agreement or instrument relating theretohereto; (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 the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. 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 Collateral Agent, the Lenders Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesNote 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 Collateral the Agent or the Lenders Holders with respect thereto. The obligations of each Guarantor under this Guaranty Article XI are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Obligor or whether Parent or any other guarantor Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article XI shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Funding Document or any 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 the Notesany Funding Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Obligor or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Obligor; or (e) any other circumstance whatsoever (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders Holders that might otherwise constitute a defense available to, or a discharge of, Parent any Obligor or any other guarantor Guarantor or surety. This Guaranty Article XI 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 Collateral the Agent, the Lenders Holders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Person, all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order to the fullest extent permitted by Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Credit Party with respect thereto. The obligations Obligations of Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional guarantee of payment when due, and not of collection, by Guarantor. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 ObligationsObligations of the Borrower under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Parent or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guarantyguarantee (if any), for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of the Parent or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Parent, the Borrower or their assets or any resulting release or discharge of any Guaranteed Obligation; (e) the existence of any claim, setoff or other right which Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (f) any provision of applicable Law purporting to prohibit the payment or performance by the Parent or the Borrower of any of the Obligations of such Person; (g) any failure of any Credit Party to disclose to the Parent or the Borrower any information relating to the business, financial condition, operations, performance, properties or prospects of the Parent or the Borrower now or hereafter known to such Credit Party (Guarantor waives any duty on the part of the Credit Parties to disclose such information); (h) the failure of any other Person to execute or deliver any other guarantee or agreement or the release or reduction of liability of Guarantor or other guarantor (if any) or surety (if any) with respect to the Guaranteed Obligations; or (ei) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Credit Party that might otherwise constitute a legal or equitable discharge or defense available to, or a discharge of, Parent the Parent, the Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrower with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor may be liable hereunder after Xxxxxxxx’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir 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 Collateral the Agent or the Lenders with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Loan Agreement, the Note, or any other Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Affiliate or Subsidiary thereof or whether Parent the Borrower or any other guarantor Affiliate or Subsidiary thereof is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Guaranteed Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesLoan Agreement or the Note or any other Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or any Subsidiary or Affiliate thereof or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations (other than the Collateral pledged to the Agent, for its own benefit and the benefit of the other Lenders, under the Security Documents), and/or any offset against such Guaranteed Obligations, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Borrower or any Affiliate or Subsidiary thereof or others (including the Guarantor); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any Affiliate or Subsidiary thereof; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Borrower or any Affiliate or Subsidiary thereof; (vii) the release of the Borrower or any other party, other than the Guarantor, now or hereafter liable upon or in respect of the Loan Documents; or (eviii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any Affiliate or Subsidiary thereof relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Loan or other guarantor financial accommodations to the Borrower (other than the defense of indefeasible payment). (e) The Agent may at any time and from time to time (whether or surety. not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at a claim is ever made upon the Agent for repayment or recovery of any time any amount or amounts received by the Agent in payment or on account of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of laws relating to preferences, fraudulent transfers and fraudulent conveyances, and the Agent repays all or part of said amount by reason of any demandjudgment, settlementdecree or order of any court or administrative body having jurisdiction over the Agent or its property, litigation or otherwiseany settlement or compromise of any such claim effected by the Agent with any such claimant (including the Borrower). In such event the Guarantor agrees that any such judgment, all decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any note (including the Note) or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Agent hereunder for the amount so repaid or recovered to the same extent as though if such payment amount had not never originally been madereceived by the Agent.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Agent or Lenders to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Agent or Lenders or their assignees or any acceptance thereof or any release of any security by Agent or Lenders or their assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lenders shall bear interest until such amounts are paid in full at the Default Rate then applicable to the Obligations. Obligations include post-petition interest whether or surety. This Guaranty shall continue to be effective not allowed 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes Note or any 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 the NotesNote, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral AgentLender, the Lenders Lender or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in full and complete accordance with the terms of the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. The obligations of the Guarantor under this Guaranty are independent of but related to the Guaranteed ObligationsCounterparty’s obligations under the Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action or arbitration is brought against Parent or any other guarantor the Counterparty or whether Parent or any other guarantor the Counterparty is joined in any such action or actionsarbitration or whether the Counterparty is the subject of insolvency, bankruptcy, or reorganization proceedings. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any agreement or instrument relating theretoAgreement; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations under the Agreement, any modification, extension or waiver of any of the terms of the Agreement, or any other amendment or waiver of or any consent to departure from any term of the NotesAgreement, including, without limitation, all or any increase in of which shall be binding on the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseGuarantor; (c) any taking, exchange, release, subordination release or non-perfection of or the taking or failure to take any Collateralother action with respect to any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any requirement that the Beneficiary proceed against the Counterparty, any other person or entity, any collateral or any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; orthe Counterparty or any of its subsidiaries; (ef) any other circumstance lack or failure of notice or any failure of the Beneficiary to disclose to the Counterparty or the Guarantor any information relating to the financial condition, operations, properties or prospects of the Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or in the future known to the Beneficiary (including, without limitation, the Guarantor waiving any statute duty on the part of limitationsthe Beneficiary to disclose such information); (g) or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a defense available to, or a discharge of, Parent the Guarantor or any other guarantor or surety; and (h) any permitted assignment of the Agreement. Notwithstanding any provision to the contrary contained herein, the Guarantor’s liability for the Guaranteed Obligations hereunder shall be and is specifically limited to payments required to be made under the Agreement (even if such payments are deemed to be damages), and in no event shall the Guarantor be subject hereunder to consequential, exemplary, loss of profits, punitive, tort, or any other damages (other than those arising out of the Agreement), costs, or attorneys’ fees (except as provided herein including, without limitation, in Section 5 hereof). 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 Collateral Agent, the Lenders Beneficiary or any other entity person upon the insolvency, bankruptcy or reorganization of the Parent Counterparty or otherwise (and whether as a result of any demand, settlement, litigation the Guarantor or otherwise), all as though such payment payments had not been made. The obligations of the Guarantor under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if the Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Subject to the Section 1 hereof, this Guaranty is a continuing guaranty of the payment (and not of collection) by the Counterparty of its obligations under the Agreement. In no event shall the Guarantor’s liability to the Beneficiary exceed the Counterparty’s liability under the Agreement, such liability to be determined without regard to the insolvency, bankruptcy or reorganization of the Counterparty.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir 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 Collateral Agent or the Lenders Trustee with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Class 4 Note, or any other Class 4 Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance and not collection and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations of the Company and the other Collateral Grantors, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Company or any other guarantor Collateral Grantor or whether Parent the Company or any other guarantor Collateral Grantor is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesClass 4 Note or any other Class 4 Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Company or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset thereagainst, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Company, any other Collateral Grantor or others (including the Guarantor); (iv) any settlement or compromise of any security for any Obligation, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any Obligation (whether due or not) of the Company to creditors of the Company other than the Guarantor; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Company or any other Collateral Grantor; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Company or any of its subsidiaries; or (evii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or obligations of the Guarantor hereunder, or a defense to, or discharge of, the Company or any other guarantor person or surety. party relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Allowed Class 4 Claims. (e) The Collateral Trustee may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Collateral Trustee or any time holder of an Allowed Class 4 Claim for repayment or recovery of any amount or amounts received by the Collateral Trustee or such holder of an Allowed Class 4 Claim in payment or on account of any of the Guaranteed Obligations is rescinded and the Collateral Trustee or must otherwise be returned such holder of an Allowed Class 4 Claim repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over the Collateral AgentTrustee or such holder of an Allowed Class 4 Claim or the respective property of each, the Lenders or any other entity settlement or compromise of any such claim effected by the Collateral Trustee or such holder of an Allowed Class 4 Claim with any such claimant (including the Company), then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization of the Parent or otherwise (and whether as a result cancellation of any demandClass 4 Document or other instrument evidencing any Obligation, settlement, litigation and the Guarantor shall be and remain liable to the Collateral Trustee and/or such holder of an Allowed Class 4 Claim hereunder for the amount so repaid or otherwise), all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Collateral Trustee or any holder of an Allowed Class 4 Claim.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir 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 Collateral the Agent or the Lenders any Lender with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Financing Agreement, the Note(s), or any other Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance and not collection and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesFinancing Agreement or the Notes or any other Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or any of its subsidiaries or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset thereagainst, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Borrower or others (including the Guarantor); (iv) any settlement or compromise of any security for any Obligation, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any Obligation (whether due or not) of the Borrower to creditors of the Borrower other than the Guarantor; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any of its subsidiaries; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Borrower or any of its subsidiaries; or (evii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other guarantor person or surety. party relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Loans, Letters of Credit or other financial accommodations to the Borrower. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Agent or any time Lender for repayment or recovery of any amount or amounts received by the Agent or such Lender in payment or on account of any of the Guaranteed Obligations is rescinded and the Agent or must otherwise be returned such Lender repays all or part of said amount by Collateral Agentreason of any judgment, decree or order of any court or administrative body having jurisdiction over the Lenders Agent or such Lender or the respective property of each, or any other entity settlement or compromise of any such claim effected by the Agent or such Lender with any such claimant (including the Borrower), then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization of the Parent or otherwise (and whether as a result cancellation of any demandnote (including the Notes) or other instrument evidencing any Obligation, settlement, litigation and the Guarantor shall be and remain liable to the Agent and/or such Lender hereunder for the amount so repaid or otherwise), all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Agent or such Lender.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Borrower or any other guarantor or whether Parent Borrower or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Borrower or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentBorrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders Lender with respect thereto. Each Guarantor agrees that this Article VIII constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any Collateral. The obligations of each Guarantor under this Guaranty Article VIII are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Loan Party or whether Parent or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligationArticle VIII shall be, and not a contract of suretyuntil the Termination Date, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including the Lender; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Loan Party; or (ef) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or suretysurety (other than the cash payment in full of the Obligations (other than Contingent Indemnity Obligations)). This Guaranty Article VIII 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 Collateral Agent, the Lenders The Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretoFinance Documents. The obligations Guaranteed Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Obligor under or in respect of the Finance Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Obligor or whether Parent the Borrower or any other guarantor Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the maximum extent permitted by applicable law, any defenses it may now have or hereafter have acquire arising out of or in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Finance Document or any 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 ObligationsObligations or any other Obligations of any other Obligor under or in respect of the Finance Documents, or any other amendment or waiver of or any consent to or departure from the Notesany Finance Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Obligor or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to or departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Obligor under the Finance Documents or any other assets of any Obligor or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Obligor or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Guarantor waiving, to the maximum extent permitted under applicable law, any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; (h) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect to the Finance Documents; or (ei) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent any Obligor or any other guarantor or suretysurety (other than the payment in full in cash of the Guaranteed Obligations). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders any Secured Party or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation other Obligor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit 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 Collateral Agent or the Lenders any Secured Party with respect theretothereto but subject to Section 2(c) above. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against a Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent any other Guarantor or any other guarantor Person or whether Parent any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (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 the Notesany Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or agreement relating to Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any CollateralLien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of any Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentany Guarantor; (f) any failure of any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, Properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of any Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent of any Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstatedother Person, as other than the case may bepayment in full, if at any time any payment of any in cash, of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligations.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders Holder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under the Loan Documents, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Company or any other guarantor Loan Party or whether Parent the Company or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) 2.1. any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) 2.2. any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under the Loan Documents, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseLoan Document; (c) 2.3. any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) 2.4. any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Loan Party under the Loan Documents or any other assets of the Company or any of its direct or indirect subsidiaries; 2.5. any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any of its direct or indirect subsidiaries; 2.6. any failure of any Holder to disclose to the Company or any Guarantor any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or in the future known to any Holder (each Guarantor waiving any duty on the part of the Holder to disclose such information); or (e) 2.7. any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any other Holder that might otherwise constitute a defense available to, or a discharge of, Parent the Company, such Guarantor or any other guarantor or surety. 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 refused by Collateral Agent, the Lenders any Holder or any other entity person upon the insolvency, bankruptcy or reorganization of the Parent Company or otherwise (and whether as a result of any demand, settlement, litigation other Loan Party or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligationshall be absolute, unconditional and irrevocable, and nothing whatever except actual full payment and performance of the Guaranteed Obligations (and all other debts, obligations and liabilities of Guarantor under this Guaranty) shall operate to discharge Guarantor’s liability hereunder. Without limiting the generality of the foregoing, Guarantor’s liability hereunder shall not be discharged, released or affected, in whole or in part, by: 3.1. The occurrence or continuance of any event of bankruptcy, reorganization or insolvency with respect to Counterparty or Guarantor, or any disallowance of all or any portion of any claim by Beneficiary, its successors or assigns in connection with any such proceeding or in the event that all or any part of any payment is recovered from Beneficiary as a contract preference payment or fraudulent transfer under the United States Bankruptcy Code or any applicable law, or the dissolution, liquidation or winding up of suretyGuarantor or Counterparty; 3.2. Any amendment, and supplement, reformation, waiver or other modification of the Guaranteed Agreements, unless such amendment, supplement, reformation, waiver or other modification materially increases the liability of Guarantor with respect to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, Guaranteed Obligations and Guarantor hereby irrevocably waives any defenses it may now has not given its consent thereto if such consent is required under the applicable Guaranteed Agreements; 3.3. The exercise, non-exercise or hereafter have delay in any way relating toexercising, any or all of the following: (a) any lack of validity of the Notes by Beneficiary or any agreement other Person, of any right under this Guaranty or instrument relating theretothe Guaranteed Agreements; (b) 3.4. Any extension, renewal, settlement, compromise or waiver concerning the Guaranteed Obligations or any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver of of, or any consent to departure from depart from, the NotesGuaranteed Agreements or any other agreement, includingdocument or instrument relating thereto; provided, without limitationhowever, any increase in Guarantor’s obligations with respect to the Guaranteed Obligations resulting from shall be credited to the extension of additional credit to Parent extent that that any such settlement or otherwisecompromise reduces the Guaranteed Obligations; (c) 3.5. Any assignment or other transfer of rights under this Guaranty by Beneficiary, or any takingpermitted assignment or other transfer of the Guaranteed Agreements, including any assignment as security for financing purposes; 3.6. Any merger or consolidation into or with any other entity, or other change in the corporate existence or cessation of existence of, Counterparty or Guarantor; 3.7. Any change in ownership or control of Guarantor or Counterparty; 3.8. Any sale, transfer or other disposition by Guarantor of any direct or indirect interest it may have in Counterparty; 3.9. The inaccuracy or breach, or alleged inaccuracy or breach, of any of the representations and warranties of Counterparty or Beneficiary under the Guaranteed Agreements; 3.10. The failure to create, preserve, validate, perfect or protect any security interest, collateral or other guaranty granted to, or in favor of, any Person; 3.11. The existence of, or any substitution, modification, exchange, release, subordination settlement or non-perfection compromise of, any security or collateral for or guaranty of any Collateralof the Guaranteed Obligations or failure to apply such security or collateral or failure to enforce such guaranty; 3.12. The existence of any claim, set-off, or other rights which Guarantor or any Affiliate thereof may have at any time against Beneficiary, any Affiliate thereof or any other Person; 3.13. The genuineness, validity, regularity, or enforceability, in whole or in part, of this Guaranty, the Guaranteed Agreements, or any takingother agreement, release document or amendment instrument related to the transactions contemplated hereby or waiver thereby or the absence of or consent any action to departure from any other guarantyenforce the same, for all or any provision of law purporting to prohibit payment or performance by Counterparty of the Guaranteed Obligations; (d) 3.14. The absence of any changenotice to, restructuring or termination knowledge by, Guarantor of the corporateexistence or occurrence of any of the matters or events set forth in the foregoing clauses; and 3.15. Except as provided herein, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that circumstances which might otherwise constitute a defense available to, or a discharge of, Parent Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Counterparty in respect of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agenta legal or equitable discharge of Counterparty in respect thereof, the Lenders or any other entity upon the insolvencyincluding, bankruptcy or reorganization of the Parent or otherwise (and whether a discharge as a result of any demand, settlement, litigation bankruptcy or otherwise), all as though such payment had not been madesimilar law.

Guaranty Absolute. (a) The Guarantor absolutely guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesAgreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Company or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Company or any other person, and but subject to Section 2.3(c), or against securities or liens available to the extent permitted Beneficiary, its successors or assigns. Notwithstanding anything to the contrary herein, as a condition to enforcement of this Guaranty against Guarantor, Beneficiary shall be required to show: (a) a copy of the written notice sent by lawBeneficiary to the Company before making the claim under this Guaranty specifying the Company’s default in payment and requesting the Company to remedy it; and (b) a letter signed by Beneficiary’s authorized officer certifying that the Company has failed to remedy the default within any applicable cure period set forth in the Agreement. The liability of the Guarantor under this Guaranty shall, shall subject to Section 2.3(c) and the immediately preceding sentence, be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) 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 amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any of its subsidiaries; (iii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Contractor or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Company or any of its subsidiaries now or hereafter known to the Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against the Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evii) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) the Beneficiary or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent or any other guarantor or suretythe Guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Beneficiary or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Company, all as though such payment had not been made. (a) No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with the Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (b) In the case of an event of default under the Agreement which has not been cured during any applicable cure period set forth in the Agreement, or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received from the Company, the Contractor or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect less any such amounts paid to the Beneficiary, and Guarantor shall remain liable for the remaining balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. (a) Subject to the provisions hereof, the Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesPPA, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders WEPCO with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Seller or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Seller or any other person, and nor against securities or liens available to WEPCO, its successors or permitted assigns. Subject to the extent permitted by lawprovisions hereof, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) 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 amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Seller or any of its subsidiaries; (iii) any lack of validity or enforceability of the PPA or any agreement or instrument relating thereto; (iv) any failure of WEPCO to disclose to either the Seller or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Seller or any of its subsidiaries now or hereafter known to WEPCO (the Guarantor waiving any duty on the part of WEPCO to disclose such information); (v) any lack of due diligence by WEPCO in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evi) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) WEPCO or any existence of or reliance on any representation by Collateral Agent or the Lenders WEPCO that might otherwise constitute CONFIDENTIAL AND PROPRIETARY EXECUTION VERSION a legal or equitable defense available to, or a discharge of, Parent or any other a guarantor or surety. 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 Collateral Agent, the Lenders WEPCO or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Seller or otherwise), all as though such payment had not been made. (b) No action which WEPCO shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Seller or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against WEPCO. (c) In the case of an Event of Default under the PPA or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that WEPCO shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Seller or Guarantor or realized from any security, in any manner and in any order as WEPCO, in its sole discretion, shall see fit, and all rights, powers, and remedies available to WEPCO in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of WEPCO, its successors or assigns, to pursue any of the remedies available to WEPCO, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall ,subject to the Maximum Recovery Amount, remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Seller may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrower with respect thereto. The obligations undersigned hereby knowingly accepts the full range of Guarantor under risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which the undersigned may be liable hereunder after Xxxxxxxx's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives Obligations or any defenses it may now assignment or hereafter have in transfer of any way relating to, any or all of the following: thereof; (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; thereof; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Agent or its assignees; (d) any limitation on any party's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; ; or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of Borrower to Lenders under the Loan Agreement. Obligations include post-petition interest whether or surety. This Guaranty shall continue to be effective not allowed 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Secured Obligations will be paid strictly in accordance with the terms of the NotesNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Secured Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes Note or any 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 Secured Obligations, or any other amendment or waiver of or any consent to departure from the NotesNote, including, without limitation, any increase in the Guaranteed Secured Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Secured Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Secured Obligations is rescinded or must otherwise be returned by Collateral AgentLender, the Lenders Lender or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: : (ai) any illegality, lack of validity or enforceability of the Notes or any agreement or instrument relating thereto; Obligation, (bii) any change in the timeamendment, manner modification, acceleration, waiver 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 the Notesterms of any Obligation of any Loan Party under any Loan Document, includingor any renewal or extension of the time or change of the manner or place of payment, without limitation, including any increase in the Guaranteed Obligations resulting from the any extension of additional credit to Parent or otherwise; , (ciii) any taking, exchange, substitution, release, subordination or non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any change in the corporate existence, structure or ownership of any Borrower, or any takinginsolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or amendment discharge of any Obligation, (v) the existence of any claim, set-off or waiver of other rights that the Borrowers or consent to departure from such Guarantor may have at any other guaranty, for all time against the Administrative Agent or any of its affiliates, any Bank or any of its affiliates, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the Guaranteed Obligations; assertion of any such claim or other rights by separate suit or compulsory counterclaim, (dvi) any changelaw, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or Administrative Agent's or any Bank's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or termination required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any assets or its use or of the corporateability to operate its business or a material part thereof; or (D) any war (whether or not declared), limited liability company insurrection, revolution, hostile act, civil strife or partnership structure similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or existence (C) above (in each of Parentthe cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty), (vii) any claim that any Guarantor's obligations exceed or are more burdensome than those of the Borrowers; or and (eviii) any other circumstance (including, without limitation, any statute of limitationslimitations relating to a Borrower) or any existence of or reliance on any representation by Collateral Administrative Agent or the Lenders any Bank that might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent any Borrower or any Guarantor or any other guarantor or surety. This Guaranty Without limiting the generality of the foregoing, each Guarantor guarantees that it shall continue to be effective or be reinstated, as pay Administrative Agent strictly in accordance with the case may be, if at any time any payment express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where any Borrower or Guarantor is rescinded or must otherwise be returned by Collateral Agentprincipally located in effect from time to time, the Lenders or any other entity upon order, decree or regulation in the insolvency, bankruptcy jurisdiction where any Borrower or reorganization Guarantor is principally located. It is the intent of the Parent or otherwise (this Section 2 that each Guarantors' obligations hereunder are and whether as a result of shall be absolute and unconditional under any demand, settlement, litigation or otherwise), and all as though such payment had not been madecircumstances.

Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless Xxxxxxxxx agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationGuaranty, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter Principal have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentbeen paid; orand (e) any other circumstance (includingGuarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: Any modification, without limitationamendment, any statute of limitations) supplement, extension, agreement or any existence stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby; Beneficiary's waiver of or reliance on failure to enforce any representation by Collateral Agent of the terms, covenants or conditions contained in the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Agreement; Any release of Principal or any other guarantor or surety. This Guaranty shall continue from any liability with respect 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.portion thereof;

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit 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 Collateral Agent the Agent, the LC Issuer or any Lender, as the Lenders case may be, with respect thereto. The obligations of Guarantor the Parent under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligationshall, and not a contract of surety, and to the fullest extent permitted by law, shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and Guarantor hereby irrevocably the Parent waives any defenses it may now or hereafter have in any way relating to, any or all of the followingdefense based upon: (ai) any lack of validity or enforceability of the Notes Credit Agreement 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 the NotesCredit Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwisethe Borrower; (ciii) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower; (v) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (evi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the Borrower or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral the Agent, the Lenders LC Issuer or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible 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 Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any 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 the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity of the Notes or any 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 any of the Notesterms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent other guarantee or otherwise; (c) support document, or any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; ; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of Parentthe Obligations; or (e) any other circumstance setoff, defense or counterclaim whatsoever (includingin any case, without limitationwhether based on contract, any statute of limitations) tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Credit Agreement or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent the Borrower or other Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or surety. This Guaranty event, in which case each Guarantor shall continue be unconditionally required to be effective or be reinstated, as pay all amounts demanded of it hereunder prior to any determination of the case may bemaximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if at any time any payment so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any of the Guaranteed Obligations excess amounts. If any such rebate or refund is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)ever required, all as though such payment had not been madeother Guarantors shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit 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 Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations of Guarantor the Parent under this Guaranty Article 9 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthe provisions of this Article 9, irrespective of whether any action is brought against Parent the Borrower, any other Guarantor or any other guarantor Person or whether Parent the Borrower, any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article 9 shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Parent hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (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 the Notesany Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or agreement relating to Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collaterallien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any other Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentthe Borrower or any other Guarantor; (f) any failure of any Secured Party to disclose to the Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Secured Party (and the Parent hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of the Borrower or any other Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower, any other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstatedother Person other than payment in full, as the case may bein cash, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligations.

Guaranty Absolute. (a) The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesFacility Lease, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and not of collection. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Facility Lessee or whether Parent or any other guarantor the Facility Lessee is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocableirrevocable (subject to Section 2.6), absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, to any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) 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 of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Facility Lessee or any of its subsidiaries; (iii) any lack of validity or enforceability of the Facility Lease or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Facility Lessee or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Facility Lessee or the Guarantor now or hereafter known to such Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); or (ev) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretythe Facility Lessee. 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 Collateral Agent, the Lenders Beneficiary or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Facility Lessee or otherwise), all as though such payment had not been made. (b) This Guaranty shall not confer upon the Beneficiary any right of payment or enforcement that is in any manner broader or more expansive than the Beneficiary's rights of payment and enforcement, if any, with respect to the Facility Lessee under the Facility Lease, except that this Guaranty shall guarantee certain types of claims against the Facility Lessee otherwise unenforceable as a result of the bankruptcy, insolvency, dissolution, reorganization or liquidation of the Facility Lessee. Without limiting the Guarantor's own defenses and rights hereunder, the Guarantor reserves to itself all rights, setoffs, counterclaims, recoupments and other defenses to which Facility Lessee, the Guarantor or any other affiliate(s) of the Guarantor is or may be entitled arising from or out of the Facility Lease or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution, insolvency or liquidation of Facility Lessee, or as otherwise specified in Section 2.2(a) or Section 2.3.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any the other guarantor Guarantor or whether Parent the Borrower or any the other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforce ability of the Notes this Agreement or any agreement or instrument relating theretohereto; (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 the Notesthis Agreement, any Note or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. 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 Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation either Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Each of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral the Agent or the Lenders with respect thereto. The obligations of Guarantor the Guarantors under this Guaranty Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor the Borrowers or whether Parent or any other guarantor is the Borrowers are joined in any such action or actions. The liability of Guarantor the Guarantors under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 18 shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrowers or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, any Borrower or any other guarantor or surety. This Guaranty Section 18 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 Collateral Agent, the Lenders a Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders with respect thereto. The obligations of such Guarantor under this Guaranty Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of such Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 18 shall be irrevocable, absolute and unconditional irrespective of, and such Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentBorrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Guarantor, Borrower or any other guarantor or surety. This Guaranty Section 18 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 Collateral Agent, the Lenders a Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit 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 Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations of Guarantor the Parent under this Guaranty Article 9 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthe provisions of this Article 9, irrespective of whether any action is brought against Parent the Borrower, any other Guarantor or any other guarantor Person or whether Parent the Borrower, any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article 9 shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Parent hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (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 the Notesany Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or agreement relating to Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collaterallien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any other Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentthe Borrower or any other Guarantor; (f) any failure of any Secured Party to disclose to the Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Secured Party (and the Parent hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of the Borrower or any other Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower, any other Guarantor or any other guarantor guarantor, surety or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madePerson.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent HVW or any other guarantor or whether Parent HVW or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent HVW or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentHVW; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent HVW or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent HVW or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible 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 Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent VoIP or any other guarantor Guarantor or whether Parent VoIP or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty Agreement constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any 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 the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent VoIP or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentVoIP; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent VoIP or any other guarantor or surety. This Guaranty 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent VoIP or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) Subject to the provisions hereof, the Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesPPA, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders WEPCO with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Seller or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Seller or any other person, and nor against securities or liens available to WEPCO, its successors or permitted assigns. Subject to the extent permitted by lawprovisions hereof, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) 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 amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Seller or any of its subsidiaries; (iii) any lack of validity or enforceability of the PPA or any agreement or instrument relating thereto; (iv) any failure of WEPCO to disclose to either the Seller or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Seller or any of its subsidiaries now or hereafter known to WEPCO (the Guarantor waiving any duty on the part of WEPCO to disclose such information); (v) any lack of due diligence by WEPCO in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evi) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) WEPCO or any existence of or reliance on any representation by Collateral Agent or the Lenders WEPCO that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.constitute

Guaranty Absolute. (a) The Guarantor absolutely guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesAgreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Company or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Company or any other person, and but subject to Section 2.3(c), or against securities or liens available to the extent permitted Beneficiary, its successors or assigns. Notwithstanding anything to the contrary herein, as a condition to enforcement of this Guaranty against Guarantor, Beneficiary shall be required to show: (a) a copy of the written notice sent by lawBeneficiary to the Company before making the claim under this Guaranty specifying the Company’s default in payment and requesting the Company to remedy it; and (b) a letter signed by Beneficiary’s authorized officer certifying that the Company has failed to remedy the default within any applicable cure period set forth in the Agreement. The liability of the Guarantor under this Guaranty shall, shall subject to Section 2.3(c) and the immediately preceding sentence, be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) 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 amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any of its subsidiaries; (iii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Contractor or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Company or any of its subsidiaries now or hereafter known to the Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against the Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evii) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) the Beneficiary or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent or any other guarantor or surety. the Guarantor. (b) 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 Collateral Agent, the Lenders Beneficiary or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Company, all as though such payment had not been made. No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, nor any course of dealing with the Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (c) In the case of an event of default under the Agreement which has not been cured during any applicable cure period set forth in the Agreement, or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received from the Company, the Contractor or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect less any such amounts paid to the Beneficiary, and Guarantor shall remain liable for the remaining balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. Subject to Section 5(c), the Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesBridge Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Company with respect thereto. The obligations Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional indebtedness for which the Guarantor may be liable hereunder after the Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional indebtedness. The Guarantor acknowledges that no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by the Purchasers to induce the Guarantor to enter into this Guaranty. The liability of the Guarantor under this Guaranty are independent of the Guaranteed Obligationsshall be absolute and unconditional, in accordance with its terms, and a separate action shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or actions may be brought and prosecuted against Guarantor otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to enforce such obligations, irrespective of whether any action is brought against Parent or deletion from or any other guarantor action or whether Parent inaction under or in respect of the Bridge Loan Documents or any other guarantor is joined in any such action instruments or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and agreements relating to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives Obligations or any defenses it may now assignment or hereafter have in transfer of any way relating to, any or all of the following: thereof; (ab) any lack of validity or enforceability of any Bridge Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; thereof; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to the Purchasers or their assignees or any acceptance thereof or any release of any security by the Purchasers or their assignees; (d) any limitation on any party's liability or obligation under the Bridge Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantor shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; ; or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the Guarantor. Any amounts due from the Guarantor to the Purchasers shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Subsidiary or any other guarantor or whether Parent Subsidiary or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Subsidiary or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentSubsidiary; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Subsidiary or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Subsidiary or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Subject to Section 5(c) hereof, the undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not such Company has properly authorized incurring such additional obligations and liabilities. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Company, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor (a) The U.S. Borrower guarantees that all of the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order Requirements of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or any of the Lenders other Lender Parties with respect thereto. The obligations Obligations of Guarantor the U.S. Borrower under this Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of the Canadian Borrower under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against Guarantor the U.S. Borrower to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Canadian Borrower or whether Parent or any other guarantor the Canadian Borrower is joined in any such action or actions. The liability of Guarantor the U.S. Borrower under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and Guarantor the U.S. Borrower hereby irrevocably waives any defenses it may now have or may hereafter have acquire in any way relating to, any or and all of the following: (ai) any lack of validity or enforceability of any of the Notes Loan Documents 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 ObligationsObligations or any other Obligations of the Canadian Borrower under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any of the Notes, Loan Documents (including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Canadian Borrower or any of its Subsidiaries or otherwise); (ciii) any taking, exchange, release, subordination release or non-perfection nonperfection of any of the Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, the Subsidiaries Guaranty or any other guarantyguarantee, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other Obligations of the Canadian Borrower under or in respect of the Loan Documents, or any other property and assets of the Canadian Borrower or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate, limited liability company or partnership legal structure or existence of Parentthe Canadian Borrower or any of its Subsidiaries; (vi) any failure of any of the Lender Parties to disclose to the Canadian Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Canadian Borrower now or hereafter known to such Lender Party; (vii) the failure of any other Person to execute the Subsidiaries Guaranty or any other guarantee or agreement or the release or reduction of liability of the Canadian Borrower or any other guarantor or surety with respect to the Guaranteed Obligations; or (eviii) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by Collateral the Administrative Agent or any of the Lenders other Lender Parties) that might otherwise constitute a defense available to, or a discharge of, Parent the U.S. Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders Administrative Agent or any of the other entity Lender Parties or by any other Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Canadian Borrower or otherwise), all as though such payment had not been made, and the U.S. Borrower hereby unconditionally and irrevocably agrees that it will indemnify the Administrative Agent and each of the other Lender Parties, upon demand, for all of the costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such other Lender Party in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, a fraudulent transfer or a similar payment under any bankruptcy, insolvency or similar Requirements of Law. (b) The U.S. Borrower hereby further agrees that, as between the U.S. Borrower, on the one hand, and the Administrative Agent and the Lender Parties, on the other hand, (i) the Guaranteed Obligations of the Canadian Borrower may be declared to be forthwith due and payable as provided in Section 7.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 7.01) for purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of such Guaranteed Obligations (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 7.01, such Guaranteed Obligations (whether or not due and payable by the Canadian Borrower) shall forthwith become due and payable by the U.S. Borrower for all purposes of this Guaranty.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notesthereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Obligor, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent any Borrower or any other guarantor Obligor or whether Parent any Borrower or any other guarantor Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating theretothereto or relating to any other Guaranteed 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 Obligations of any other Obligor under or in respect of the Loan Documents or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Obligor or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Obligor or any other assets of any Obligor or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Obligor or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any assignment for the benefit of any Secured Party or any other marshalling of assets and liabilities of any Grantor; (i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense (other than a defense of Payment in Full (as defined below)) available to, or a discharge of, Parent any Obligor or any other guarantor or surety. 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 Collateral Agent, the Lenders any Secured Party or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or otherwise (and whether as a result of any demand, settlement, litigation other Obligor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts wxxx xxey fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the undersigned to enter into this Guaranty are independent and (xx) xxy extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesFinance Documents, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, that the Obligations of each Guarantor under or in respect of this Guaranty are those of primary obligor, and not merely as surety, and are independent of the Guaranteed ObligationsObligations or of any other Obligations of any other Guarantor under or in respect of the Finance Documents, and that a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Guarantor or whether Parent the Borrower or any other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable Law, any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Finance Document or any 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 ObligationsObligations or any other Obligations of any other Guarantor under or in respect of the Finance Documents, or any other amendment or waiver of or any consent to departure from the Notesany Finance Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower, any Guarantor or any of their respective Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Guarantor under the Finance Documents or any other assets of the Borrower, any Guarantor or any of their respective Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower, any Guarantor or any of their respective Subsidiaries; (f) any failure of any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any other Guarantor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor or any other guarantor or surety. 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 Collateral Agent, the Lenders any Secured Party or any other entity Person upon the insolvency, bankruptcy bankruptcy, liquidation, receivership, examinership, administration or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible 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 Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Savoy Resources or whether Parent or any other guarantor Savoy Resources is joined in any such action or actions. The liability of Guarantor under this Guaranty Agreement constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any 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 the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Savoy Resources or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentSavoy Resources; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Savoy Resources or any other guarantor or surety. This Guaranty 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Savoy Resources or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any the other guarantor Guarantor or whether Parent the Borrower or any the other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) : any lack of validity or enforceability of this Agreement, the Notes or any agreement or instrument relating thereto; (b) hereto; 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 the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) ; any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) ; any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) or any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. 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 Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation either Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible 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 Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) : any lack of validity or enforceability of the Convertible Notes or any 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 the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) ; any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) ; any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) or any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor and each of them undersigned hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor Guarantors hereby irrevocably waives waive any defenses it they may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The obligations of the Guarantor hereunder are those of a primary obligor, and not merely a surety, and are independent of the Obligations. A separate action or actions may be brought against the Guarantor whether or not an action is brought against the Borrowers, any other guarantor or other obligor in respect of the Obligations or whether the Borrowers, any other guarantor or any other obligor in respect of the Obligations are joined in any such action or actions. (b) The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Notes, Credit Agreement and the other Loan Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Agents or the Lenders Banks with respect thereto. The obligations Guarantor agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and that to the maximum extent permitted by applicable law, the liability of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity genuineness, validity, legality or enforceability of the Notes Credit Agreement, any other Loan Document or any other document, agreement or instrument relating theretothereto or any assignment or transfer of any thereof; (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 the Notes, Obligations (including, without limitation, any the possible extension of the Revolving Termination Date, Term Loan Maturity Date and increase of the amount of the Commitments all on the terms and conditions set forth in the Guaranteed Obligations resulting from Credit Agreement), or any waiver, indulgence, compromise, renewal, (iii) any release or partial release of any other guarantor or other obligor in respect of the extension of additional credit to Parent or otherwiseObligations; (civ) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral for all or any of the Obligations, or any takingrelease, release or amendment or waiver of of, or consent to departure from from, any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (dv) any changefurnishing of any additional security for any of the Obligations; (vi) the liquidation, restructuring bankruptcy, insolvency or reorganization of any Borrower, any other guarantor or other obligor in respect of the Obligations or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (vii) any modification or termination of any intercreditor or subordination agreement pursuant to which the corporate, limited liability company claims of other creditors of the Borrowers or partnership structure or existence the Guarantor are subordinated to those of Parentthe Banks; or (eviii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent the Borrower or any other guarantor or surety. the Guarantor. (c) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any or performance of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral AgentObligations, the Lenders or any other entity part thereof, is, upon the insolvency, bankruptcy or reorganization of one or more of the Parent Borrowers or the Guarantor or otherwise (and whether as a result of pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by any demand, settlement, litigation Agent or otherwise)any Bank, all as though such payment or performance had not been made. (d) If an event permitting the acceleration of any of the Obligations shall at any time have occurred and be continuing and such acceleration shall at such time be prevented by reason of the pendency against one or more of the Borrowers of a case or proceeding under any bankruptcy or insolvency law or other creditor law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the Obligations shall be deemed to have been accelerated and the Guarantor shall forthwith pay such Obligations (including, without limitation, interest which

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Notespayment and not of collection, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, obligation of Vitrocrisa and not a contract merely one of surety, and to the extent permitted by law, validity and enforceability of this guaranty shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives shall not be impaired or affected by any defenses it may now of the following: (a) any extension, modification or hereafter have in any way relating renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, or any other guaranties with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the Collateral Agent, and the Lenders might lawfully have elected to apply such payments to any part or all of the following: Guaranteed Obligations or to amounts which are not covered by this guaranty; (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bg) any change in the time, manner ownership of Comercial 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization any other change in the legal status of Comercial; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Parent Guaranteed Obligations; (i) the failure of Vitrocrisa or otherwise Comercial to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (and whether as a result j) the existence of any demandclaim, settlementsetoff or other rights which Vitrocrisa may have at any time against Comercial or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstance, litigation whether or otherwisenot similar to any of the foregoing, which could constitute a defense to a guarantor (other than indefeasible payment in full in cash of the Guaranteed Obligations); all whether or not Vitrocrisa shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this Section. It is agreed that Vitrocrisa's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that Vitrocrisa's liability hereunder may be enforced regardless of the existence, all as though validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment had not been madeby Comercial of the Guaranteed Obligations in the manner agreed upon by Comercial and the Administrative Agent, the Collateral Agent, and the Lenders.

Guaranty Absolute. Guarantor Each of the Parent and Consolidated Industries guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent the Agents or the Lenders with respect thereto. The obligations of Guarantor the Parent and Consolidated Industries under this Guaranty Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor Parent and Consolidated Industries to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor the Borrowers or whether Parent or any other guarantor is the Borrowers are joined in any such action or actions. The liability of Guarantor the Parent and Consolidated Industries under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 18 shall be irrevocable, absolute and unconditional irrespective of, and Guarantor each of Parent and Consolidated Industries hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrowers or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Parent, Consolidated Industries, any Borrower or any other guarantor or surety. This Guaranty Section 18 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 Collateral Agent, the Lenders a Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor This is a guaranty of payment and not of collection. RPM guarantees that the Guaranteed Subsidiary Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretothis Agreement. The obligations Obligations of Guarantor RPM under this Guaranty guaranty are independent of the Guaranteed Subsidiary Obligations, and a separate action or actions may be brought and prosecuted against Guarantor RPM to enforce such obligationsthis guaranty, irrespective of whether or not any action is brought against Parent or any other guarantor the Subsidiary Borrowers or whether Parent or any other guarantor is the Subsidiary Borrowers are joined in any such action or actions. This guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Subsidiary Obligations is rescinded or must otherwise be returned by the Lenders upon the insolvency, bankruptcy or reorganization of any of the Subsidiary Borrowers or otherwise, all as though such payment had not been made. The liability of Guarantor RPM under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, guaranty shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any other portion of this Agreement (including, without limitation, the validity or enforceability against the Subsidiary Borrowers of the Notes Subsidiary Obligations) or any other agreement or instrument relating theretohereto; (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 Obligations, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement, including, without limitation, any increase in the Guaranteed Subsidiary Obligations resulting from the extension of additional credit to Parent the Subsidiary Borrowers or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.Subsidiary Borrowers; or

Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional obligations and liabilities. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by any Creditor Party to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Agent, for the benefit of Creditor Parties, or its assignees or any acceptance thereof or any release of any security by Agent or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to any Creditor Party shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of the NotesLoan Documents. For purposes of this Guaranty, regardless of the term “Loan Documents” shall have the meaning set forth in the Loan Agreement and shall include any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretoPermitted Swap Agreement. The obligations liability of the Guarantor under this Guaranty are independent of the Guaranteed Obligationsis absolute, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute irrevocable and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity of the Notes or any 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 any of the Notesterms of any Loan Document, including, without limitation, including any increase or decrease in the Guaranteed Obligations resulting from the extension rate of additional credit to Parent or otherwise; interest thereon; (cb) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, or failure to act by Administrative Agent or the Lenders with respect to, any other guarantyguaranty or support document, or any exchange, release or non-perfection of, or failure to act by Administrative Agent or the Lenders with respect to, or any impairment of any Lien on, any collateral, 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 changechange in the corporate existence, restructuring structure, or termination ownership of the corporate, limited liability company or partnership structure or existence of ParentBorrower; or (e) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (f) any other circumstance setoff, recoupment, defense or counterclaim whatsoever (includingin any case, without limitationwhether based on contract, any statute of limitations) tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Loan Documents or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent Borrower or any a guarantor, other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as than 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 Collateral Agent, the Lenders or any (other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (than indemnities and whether other contingent obligations not then due and payable and as a result of any demand, settlement, litigation or otherwise), all as though such payment had not to which no claim has been made).

Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts whxx xxxy fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the undersigned to enter into this Guaranty are independent and (ix) xxx extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement or instrument relating theretohereto; (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 the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent the Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. 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 Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation the Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes defect or deficiency in any Agreement or any agreement or instrument relating theretoother documents executed in connection with any Agreement; (b) any modification, extension or waiver of any of the terms of any Agreement; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) any change in the time, manner manner, terms or place of payment of, 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 the Notes, including, without limitation, any increase Agreement or any other agreement or instrument executed in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseconnection therewith; (cd) any takingsale, exchange, release, subordination release or non-perfection of any Collateralproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (de) except as to applicable statutes of limitation, the failure, omission, delay, waiver or refusal by the Counterparty to exercise, in whole or in part, any change, restructuring right or termination of remedy held by the corporate, limited liability company Counterparty with respect to any Agreement or partnership structure or existence of Parentany transaction under any Agreement; or (ef) any other circumstance (includingchange in the existence, without limitationstructure or ownership of the Guarantor or Company, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available tobankruptcy, insolvency, reorganization, liquidation, receivership, or a discharge of, Parent similar proceeding affecting Company or its assets. The obligations of the Guarantor hereunder are several and not joint with Company or any other guarantor person, and are primary obligations for which the Guarantor is the principal obligor. There are no conditions precedents to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for the Counterparty, in order to enforce payment by the Guarantor under this Guaranty, to exhaust its remedies against Company, any collateral pledged by Company, any other guarantor, or suretyany other person liable for the payment or performance of the Guaranteed Obligations. This Guaranty is one of payment and not of collection and shall continue apply regardless of whether recovery of all such Guaranteed Obligations may be discharged, or uncollectible in any bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Company is or may be effective entitled to arising from or be reinstated, as the case may be, if at any time any payment of any out of the Guaranteed Obligations is rescinded Agreements or must otherwise be returned by Collateral Agentotherwise, except as limited herein and except for defenses missing out of the Lenders or any other entity upon the bankruptcy, insolvency, bankruptcy reorganization, liquidation, receivership, or reorganization of the Parent similar proceeding affecting Company or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeits assets.

Guaranty Absolute. This Guaranty shall be construed as a continuing, absolute, unconditional and irrevocable guarantee of payment and shall remain in full force and effect until all Guaranteed Obligations of the Borrower have been paid in full, all obligations of Guarantor hereunder have been paid in full and all Loan Documents shall have terminated. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement, and that all other Guaranteed Obligations shall be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity validity, legality or enforceability of the Notes Loan Agreement, the Note, any other Loan Document or any other agreement or instrument relating theretoto any thereof; (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 compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitationLoan Agreement, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Schedule or otherwiseany other Loan Document; (c) any takingaddition, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release 84 or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination the failure of the corporateLender or any holder of a Loan Document: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other person or entity (including any other guarantor) under the provisions of the Loan Agreement, limited liability company any Schedule or partnership structure any other Loan Document or existence otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Guaranteed Obligations of Parent; orthe Borrower; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Loan Agreement, any Schedule, or any other Loan Document; (f) any defense, set-off or counter-claim which may at any time be available to or be asserted by the Borrower against the Lender; (g) any reduction, limitation, impairment or termination of the Guaranteed Obligations of the Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Guarantor 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, the Guaranteed Obligations of the Borrower or otherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent the Borrower or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeGuarantor.

Guaranty Absolute. Each Term B Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders Lender with respect thereto. The obligations of each Term B Guarantor under this Guaranty Section 16 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Term B Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Borrowers or whether Parent or any other guarantor is Borrowers are joined in any such action or actions. The liability of each Term B Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 16 shall be irrevocable, absolute and unconditional irrespective of, and each Term B Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Normandy or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentNormandy; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Term B Guarantor, any Borrower or any other guarantor or surety. This Guaranty Section 16 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 Collateral Agent, the Lenders Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Normandy or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity of the Notes or any 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 any of the Notesterms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent other guarantee or otherwise; (c) support document, or any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; ; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of Parentthe Obligations; or (e) any other circumstance setoff, defense or counterclaim whatsoever (includingin any case, without limitationwhether based on contract, any statute of limitations) tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Credit Agreement or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent the Borrower or other Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or surety. This Guaranty event, in which case each Guarantor shall continue be unconditionally required to be effective or be reinstated, as pay all amounts demanded of it hereunder prior to any determination of the case may bemaximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if at any time any payment so required by a court of competent jurisdiction in a final and non-appealable judgment, shall then be liable for the refund of any of the Guaranteed Obligations excess amounts. If any such rebate or refund is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)ever required, all as though such payment had not been madeother Guarantors shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: : (ai) any illegality, lack of validity or enforceability of any Obligation, (ii) any amendment, modification, waiver or consent to departure from the terms of any Obligation, including any renewal or extension of the Notes time or change of the manner or place of payment, (iii) any agreement exchange, substitution, release, non-perfection or instrument relating thereto; impairment of any collateral securing payment of any Obligation, (biv) any change in the timecorporate existence, manner structure or place ownership of payment ofEOIC, or in any insolvency, bankruptcy, reorganization or other term ofsimilar proceeding affecting EOIC or its assets or any resulting release or discharge of any Obligation, all (v) the existence of any claim, set-off or other rights that the Guarantor may have at any time against EOIC, Administrative Agent or any of the Guaranteed Obligationsits affiliates, any Bank or any of its affiliates, or any other amendment corporation or waiver of person, whether in connection herewith or any consent to departure from unrelated transactions, provided that nothing herein will prevent the Notesassertion of any such claim by separate suit or compulsory counterclaim, (vi) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or Administrative Agent’s or any Bank’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any increase indebtedness in the Guaranteed Obligations resulting from the extension of additional credit to Parent such jurisdiction; or otherwise; (cC) any takingexpropriation, exchangeconfiscation, release, subordination nationalization or non-perfection requisition by such country or any governmental authority that directly or indirectly deprives EOIC of any Collateral, assets or any taking, release their use or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ability to operate its business or a material part thereof; or (dD) any changewar (whether or not declared), restructuring insurrection, revolution, hostile act, civil strife or termination similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the corporatecases contemplated in clauses (A) through (D) above, limited liability company to the extent occurring or partnership structure existing on or existence at any time after the date of Parent; or this Guaranty), and (evii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Administrative Agent or the Lenders any Bank that might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent EOIC or the Guarantor or any other guarantor or surety. This Guaranty Without limiting the generality of the foregoing, the Guarantor guarantees that it shall continue to be effective or be reinstated, as pay Administrative Agent strictly in accordance with the case may be, if at any time any payment express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where EOIC is rescinded or must otherwise be returned by Collateral Agentprincipally located in effect from time to time, the Lenders or any other entity upon order, decree or regulation in the insolvency, bankruptcy or reorganization jurisdiction where EOIC is principally located. It is the intent of this Section 2 that the Parent or otherwise (Guarantor’s obligations hereunder are and whether as a result of shall be absolute and unconditional under any demand, settlement, litigation or otherwise), and all as though such payment had not been madecircumstances.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations Obligation will be paid strictly in accordance with the terms of the Credit Agreement, the Notes, and the other Loan Papers, regardless of any lawApplicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto; provided, however, nothing contained in this Guaranty shall require Guarantor to make any payment under this Guaranty in violation of any Applicable Law, regulation or order now or hereafter in effect. The obligations and liabilities of Guarantor under this Guaranty hereunder are independent of the Guaranteed Obligationsobligations of the Company under the Credit Agreement and any Applicable Law, and a separate action or actions may be brought and prosecuted against Guarantor to enforce the extent such obligations, irrespective payments are not in violation of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsApplicable Law. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives : (a) the taking or accepting of any defenses it may now other security or hereafter have in any way relating to, guaranty for any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating theretoObligations; (b) any increase, reduction or payment in full at any time or from time to time of any part of the Obligation, including any reduction or termination of the Commitment; (c) any lack of validity or enforceability of the Credit Agreement, the Notes, or any other Loan Paper or other agreement or instrument relating thereto, including but not limited to the unenforceability of all or any part of the Obligation by reason of the fact that (i) the Obligation, and/or the interest paid or payable with respect thereto, exceeds the amount permitted by Applicable Law, (ii) the act of creating the Obligation, or any part thereof, is ultra virex, (xii) the officers creating same acted in excess of their authority, or (iv) for any other reason; (d) any lack of corporate power of the Company or any other Person at any time liable for the payment of any or all of the Obligation; (e) any Debtor Relief Laws affecting the rights of creditors generally involving the Company, Guarantor or any other Person obligated on any of the Obligation; (f) any renewal, compromise, extension, acceleration or other change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligation; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or the Administrative Agent to the Company, Guarantor, or any Person at any time liable for the payment of any or all of the Obligation; or any other amendment modification, amendment, or waiver of or any consent to departure from the Credit Agreement, the Notes, including, or any other Loan Paper and other agreement or instrument relating thereto without limitation, any increase in notification of Guarantor (the Guaranteed Obligations resulting from the extension of additional credit right to Parent or otherwisesuch notification being herein specifically waived by Guarantor); (cg) any taking, exchange, release, subordination sale, subordination, or non-perfection of any Collateralcollateral or Lien thereon or any lack of validity or enforceability or change in priority, destruction, reduction, or loss or impairment of value of any taking, collateral or Lien thereon; (h) any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed ObligationsObligation; (di) the failure by any changeLender or the Administrative Agent to make any demand upon or to bring any legal, restructuring equitable, or termination of other action against the corporate, limited liability company Company or partnership structure or existence of Parent; or (e) any other circumstance Person (including, without limitation, Guarantor), or the failure or delay by any statute Lender or the Administrative Agent to, or the manner in which any Lender or the Administrative Agent shall, proceed to exhaust rights against any direct or indirect security for the Obligation; (j) the existence of limitations) any claim, defense, set-off, or other rights which the Company or Guarantor may have at any time against the Company, the Lenders, or Guarantor, or any existence other Person, whether in connection with this Guaranty, the Loan Papers, the transactions contemplated thereby, or any other transaction; (k) any failure of or reliance on any representation by Collateral Agent Lender or the Administrative Agent to notify Guarantor of any renewal, extension, or assignment of the Obligation or any part thereof, or the release of any security, or of any other action taken or refrained from being taken by any Lender or the Administrative Agent, it being understood that the Lenders that and the Administrative Agent shall not be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligation; (l) any payment by the Company to the Lenders or the Administrative Agent is held to constitute a preference under any Debtor Relief Law or if for any other reason the Lenders or the Administrative Agent is required to refund such payment or pay the amount thereof to another Person; or (m) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Parent or the Company, Guarantor, any other guarantor or suretyother Person liable on the Obligation, including, without limitation, any defense by reason of any disability or other defense of the Company, or the cessation from any cause whatsoever of the liability of the Company, or any claim that Guarantor's obligations hereunder exceed or are more burdensome than those of the Company. 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 Obligation is rescinded or must otherwise be returned by Collateral Agent, the Lenders any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demandCompany, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. 2.1 This Guaranty shall be deemed accepted upon receipt by Beneficiary. The Guarantor’s obligations under this Guaranty are effective immediately, are continuing, and cover all Guaranteed Obligations arising prior to and after the date hereof. This Guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by the Guarantor. 2.2 The Guarantor guarantees that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Notesstrictly, 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 Collateral Agent or the Lenders Beneficiary with respect thereto. The Guarantor agrees that the Guarantor’s obligations of Guarantor under this Guaranty are independent shall not be released, diminished, or impaired by, and waives any rights which the Guarantor might otherwise have which relate to: (a) Any amendment, modification, increase, reduction, extension, or rearrangement of the Guaranteed Obligations, and a separate action any amendment, supplement, or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective other modification of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating toPurchase Agreement, any waiver or all consent granted thereunder, including waivers of the following: (a) any lack of validity of the Notes or any 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 and performance of the Guaranteed Obligations, or any sale, assignment, delegation, or other amendment transfer of the Guaranteed Obligations; (b) Any grant of any security or waiver support for the Guaranteed Obligations, including any pledge of or any consent to departure from the Notes, including, without limitation, any increase in collateral for the Guaranteed Obligations resulting from or any person guaranteeing or otherwise becoming liable for the extension payment or performance of additional credit to Parent or otherwisethe Guaranteed Obligations; (c) Any impairment of any takingsecurity or support for the Guaranteed Obligations, including any full or partial release, exchange, releasesubordination, subordination or non-perfection waste of any Collateralcollateral for the Guaranteed Obligations or any full or partial release of Buyer, any guarantor, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, person liable for all or any the payment of the Guaranteed Obligations; (d) Any change in the organization or structure of Buyer, any changeguarantor, restructuring or termination any other person liable for payment of the corporateGuaranteed Obligations; or the insolvency, limited liability company bankruptcy, liquidation, or partnership structure dissolution of Buyer or existence any other person liable for the payment of Parent; orthe Guaranteed Obligations; (e) The failure to give notice of the occurrence of any other circumstance (includingof the events or actions referred to in this Section 2.2, without limitationnotice of any default or event of default, however denominated, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of bringing suit, notice of sale or foreclosure of any statute collateral for the Guaranteed Obligations, notice of limitations) or any existence the Beneficiary’s transfer of the Guaranteed Obligations, notice of the financial condition of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available toother circumstances regarding Buyer, or a discharge of, Parent or any other guarantor person liable for the Guaranteed Obligations, or surety. any other notice of any kind relating to the Guaranteed Obligations; or 2.3 This Guaranty shall continue to be effective for the time periods set forth in Section 1.1 or be reinstated, as the case may be, if at any time any payment of any of the until all Guaranteed Obligations is rescinded have been irrevocably performed or must otherwise be returned by Collateral Agentpaid in full, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization at which time this Guaranty shall immediately terminate. Guarantor reserves for itself all rights and defenses of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had Buyer not been madeexpressly waived herein.

Guaranty Absolute. Subject to Section 2.10, the liability of the Guarantor guarantees that the Guaranteed Obligations will be paid strictly under, and in accordance with the terms of the Notesof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: : (ai) any illegality, lack of validity or unenforceability of any Secured Obligation, (ii) any amendment, modification, waiver or consent to departure from the terms of any Secured Obligation, including any renewal or extension of the Notes time of payment or change in the manner or place of payment, (iii) any agreement exchange, substitution, release, non-perfection or instrument relating thereto; impairment of any collateral securing payment of any Secured Obligation, (biv) any change in the timecorporate existence, manner structure or place ownership of payment ofany Borrower (including without limitation, the Guarantor failing to hold any equity interest in any Borrower), or in any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any Secured Obligation, (v) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Borrower, Administrative Agent, any Lender, any of their respective Affiliates or any other term ofcorporation or person, all whether in connection herewith or any unrelated transaction; provided that nothing herein will prevent the assertion of the Guaranteed Obligationsany such claim by separate suit or compulsory counterclaim, (vi) any law, regulation, decree or order of any jurisdiction, or any other amendment event, affecting any term of any Secured Obligation or waiver of the Administrative Agent’s (or any consent to departure from the NotesLender’s (or any applicable Affiliate’s)) rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, required rescheduling or restructuring of, or required approval of payments on, any increase indebtedness in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; such jurisdiction; (cC) any takingexpropriation, exchangeconfiscation, release, subordination nationalization or non-perfection requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any Collateral, assets or any taking, release their use or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ability to operate its business or a material part thereof; or (dD) any changewar (whether or not declared), restructuring insurrection, revolution, hostile act, civil strife or termination similar events occurring in such jurisdiction that have an effect similar to that of the corporatean event described in clause (A), limited liability company (B) or partnership structure or existence of Parent; or (eC) above, and (vii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender (or any applicable Affiliate thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent any Borrower or the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as Without limiting the case may be, if at any time any payment of any generality of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agentforegoing, the Lenders Guarantor agrees, subject to Section 2.7, that payments hereunder to the Administrative Agent will be paid in accordance with the terms and provisions of the Credit Agreement and any other document or agreement evidencing any Secured Obligation. All payments by the Guarantor hereunder shall be made in the amounts, and in the same currency in which the underlying Secured Obligations are payable (such currency, the “Contractual Currency”), irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where any Borrower or any other person or entity upon is located. This Guaranty relates to international credit transactions in which the insolvency, bankruptcy or reorganization specification of the Parent or otherwise (terms hereunder and whether as a result in the Credit Agreement, including without limitation, the Contractual Currency, and of any demand, settlement, litigation document or otherwise), agreement evidencing any Secured Obligation is of the essence. It is the intent of this Section 2.2 that the Guarantor’s obligations hereunder are and shall be absolute and unconditional under any and all as though such payment had not been madecircumstances.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will shall be paid and performed strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter requirements listed in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretothis Guaranty. The obligations liability of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives of any defenses it may now circumstances (except for those actions of NYSERDA in violation of the Grant Agreement or hereafter have in any way relating to, any applicable law) which might otherwise constitute a legal or equitable discharge or defense (all of the following: which are hereby waived) of a surety or guarantor, including, without limitation: (a) the finding or conclusions of any lack proceeding under the federal Bankruptcy Code or of validity of the Notes similar present or any agreement future federal or instrument relating thereto; state law, (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 renewal, extension, alteration, compromise, modification, acceleration, amendment or waiver of or any consent to departure from any of the Notes, including, without limitation, any increase in terms of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; Grant Agreement; (c) the release or discharge of Grant Recipient, by acceptance of a deed or assignment in lieu of foreclosure or otherwise, as to all or any takingportion of the Guaranteed Obligations; (d) any release or amendment or waiver of, or consent to departure from, or failure to act by NYSERDA with respect to, any other guaranty or support document, or any exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance present or future law or legal requirement (includingwhether of right or in fact) purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations this Guaranty or the Grant Agreement; (f) any change in the existence, structure, or ownership of Grant Recipient; (g) without limitationbeing limited by the foregoing, any statute lack of limitationsvalidity or enforceability of this Guaranty or the Grant Agreement; (h) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Grant Agreement or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent Grant Recipient or any other guarantor party liable for the payment of the Guaranteed Obligations; or surety(i) any alteration, amendment, extension, modification, waiver, release or cancellation of the Infrastructure Improvement Plan or any other contract relating to the construction of the Project so long as such modifications do not materially increase the cost of construction or time necessary to complete the Project; it being agreed that the obligations of the Guarantors hereunder shall not be discharged except by performance as herein provided. This Guaranty shall continue to be effective No exercise, delay in exercise or be reinstated, as the case may be, if at any time any payment non-exercise by NYSERDA of any of the Guaranteed Obligations is rescinded rights given to it hereby or must otherwise be returned by Collateral Agentany of the other Grant Agreement, the Lenders no dealing by NYSERDA with Grant Recipient or any other entity upon the insolvencyguarantor, bankruptcy endorser or reorganization other person, no change, impairment or suspension of any right or remedy of NYSERDA, and no act or thing which but for this provision could act as a release or exoneration of the Parent or otherwise (and whether as a result liabilities of any demandGuarantor hereunder, settlementshall in any way affect, litigation decrease, diminish or otherwise), all impair any of the obligations of such Guarantor hereunder or give such Guarantor or any other person or entity any defense against NYSERDA. Nothing in this Guaranty shall be construed as though such payment had not been madelimiting Guarantors’ right to raise defenses available to Grant Recipient under the Grant Agreement for a failure of Grant Recipient to meet its obligations thereunder.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Agents, the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty Article are primary and original obligations (and this Article is not merely the creation of a surety relationship) and are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Loan Party or whether Parent or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Loan Party; or (e) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Agents, the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or surety. This Guaranty Article 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 Collateral Agentthe Agents, the Lenders Lenders, or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the Notes, and the other Loan Papers, regardless of any lawApplicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Lender with respect thereto; provided, however, nothing contained in this Guaranty shall require the Guarantors to make any payment under this Guaranty in violation of any Applicable Law, regulation or order now or hereafter in effect. The obligations and liabilities of each Guarantor hereunder are independent of the obligations of the Company under the Credit Agreement and any Applicable Law. This Guaranty is an absolute guaranty of payment and performance and not a guaranty of collection, meaning that it is not necessary for the Administrative Agent or the Lenders with respect theretoLenders, in order to enforce payment by any Guarantor, first or contemporaneously to accelerate payment of any of the Obligations, to institute suit or exhaust any rights against the Company or any other Person, or to enforce any Rights against any collateral. The obligations liability of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives : (a) the taking or accepting of any defenses it may now other security or hereafter have in any way relating to, guaranty for any or all of the following: (a) Obligations, including any lack of validity reduction or termination of the Notes or any agreement or instrument relating theretoCommitment; (b) any increase, reduction or payment in full at any time or from time to time of any part of the Obligations; (c) any lack of validity or enforceability of the Credit Agreement, the Notes, or any other Loan Paper or other agreement or instrument relating thereto, including but not limited by the unenforceability of all or any part of the Obligations by reason of the fact that (i) the Obligations, and/or the interest paid or payable with respect thereto, exceeds the amount permitted by Applicable Law, (ii) the act of creating the Obligations, or any part thereof, is ultra vxxxx, (iii) the officers creating same acted in excess of their authority, or (iv) for any other reason; (d) any lack of corporate or other legal power of the Company or any other Person at any time liable for the payment of any or all of the Obligations; (e) any Debtor Relief Laws involving the Company, any Guarantor or any other Person obligated on any of the Obligations; (f) any renewal, compromise, extension, acceleration or other change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or the Administrative Agent to the Company, any Guarantor, or any Person at any time liable for the payment of any or all of the Obligations; or any other amendment modification, amendment, or waiver of or any consent to departure from the Credit Agreement, the Notes, including, or any other Loan Paper and other agreement or instrument relating thereto without limitation, notification of any increase in Guarantor (the Guaranteed Obligations resulting from the extension of additional credit right to Parent or otherwisesuch notification being herein specifically waived by Guarantors); (cg) any taking, exchange, release, subordination sale, subordination, or non-perfection of any Collateralcollateral or Lien therein or any lack of validity or enforceability or change in priority, destruction, reduction, or loss or impairment of value of any taking, collateral or Lien therein; (h) any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (di) the failure by any Lender or the Administrative Agent to make any demand upon or to bring any legal, equitable, or other action against the Company or any other Person (including without limitation any other Guarantor), or the failure or delay by any Lender or the Administrative Agent to, or the manner in which any Lender or the Administrative Agent shall, proceed to exhaust rights against any direct or indirect security for the Obligations; (j) the existence of any claim, defense, set-off, or other rights which the Company or any Guarantor may have at any time against the Company, the Lenders, or any Guarantor, or any other Person, whether in connection with this Guaranty, the other Loan Papers, the transactions contemplated thereby, or any other transaction; (k) any changefailure of any Lender or the Administrative Agent to notify any Guarantor of any renewal, restructuring extension, or termination assignment of the corporateObligations or any part thereof, limited liability company or partnership structure the release of any security, or existence of Parentany other action taken or refrained from being taken by any Lender or the Administrative Agent, it being understood that the Lenders and the Administrative Agent shall not be required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligations; (l) any payment by the Company to the Lenders or the Administrative Agent is held to constitute a preference under any Debtor Relief Law or if for any other reason the Lenders or the Administrative Agent are required to refund such payment or pay the amount thereof to another Person; or (em) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent or the Company, any Guarantor, any other guarantor or suretyother Person liable on the Obligations, including without limitation any defense by reason of any disability or other defense of the Company, or the cessation from any cause whatsoever of the liability of the Company, or any claim that the Guarantors' obligations hereunder exceed or are more burdensome than those of the Company. 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 Collateral Agent, the Lenders any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of Company, any demand, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The liability of Guarantor guarantees that with respect to the Guaranteed Obligations will be paid strictly in accordance with is absolute and unconditional according to the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsLoan Documents, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a1) any lack of validity or enforceability of any of the Notes Loan Documents, or any other agreement or instrument relating thereto; (b2) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations; (3) any amendment to, waiver of, or consent to departure from, any of the Loan Documents, including changes in the terms of disbursement of the Loan proceeds or repayment thereof, modification to the Project, modifications, extensions (including extensions beyond and after the Maturity Date) or renewals of payment dates, changes in interest rate or the advancement of additional funds by Lender in its discretion; (4) any exchange, release or nonperfection of any collateral, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e5) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Borrower in respect of the Guaranteed Obligations or Guarantor in respect of this Guaranty. (b) Notwithstanding any termination of this Guaranty or the cancellation of the Note or any other guarantor agreement evidencing the Guaranteed Obligations, if any payment or surety. This performance of any of the Guaranteed Obligations (from any source) is rescinded, repaid or must otherwise be returned by Lender (i) due to or upon the insolvency, bankruptcy or reorganization of Borrower or Guarantor, or (ii) for any other circumstance, this Guaranty shall 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders Lender with respect thereto. Each Guarantor agrees that this Section 11 constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any Collateral. The obligations of each Guarantor under this Guaranty Section 11 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 11 shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Obligor or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including, without limitation, the Lender; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Obligor; or (ef) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Obligor or any other guarantor or surety. This Guaranty Section 11 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 Collateral Agent, the Lenders Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Parent Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent the Administrative Agent, the Agents or the Lenders with respect thereto. The obligations Obligations of the Parent Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any Loan Party under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor Borrower is joined in any such action or actions. The To the maximum extent permitted by applicable law, the liability of the Parent Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Parent Guarantor hereby irrevocably waives any defenses it may now or hereafter hereinafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any agreement or instrument relating theretoLoan Document; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under the Loan Documents, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowers, the Parent Guarantor or any of their Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under the Loan Documents or any other assets of the Borrowers, the Parent Guarantor or any of their Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company corporate or partnership other legal structure or existence of Parentthe Borrowers, the Parent Guarantor or any of their Subsidiaries; (f) any failure of any Agent or any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party now or hereafter known to any Agent or any Lender Party (the Parent Guarantor waiving any duty on the part of any Agent or any Lender Party to disclose such information); or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral any Agent or the Lenders any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Borrower, the Parent Guarantor or any other guarantor or surety. 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 Collateral Agent, the Lenders Administrative Agent or any other entity Lender Party upon the insolvency, bankruptcy or reorganization of any Borrower, the Parent Guarantor or otherwise (and whether as a result any of any demand, settlement, litigation their Subsidiaries or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms the obligations described in clause (b) of Section 1 above or the rights of Collateral the Agent or the Lenders any other Financial Institution with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations in each and every particular, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsany other Obligor, irrespective or any other Person, regardless of whether any action is brought against Parent other Obligor or any other guarantor or whether Parent or any other guarantor Person is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any The lack of validity or unenforceability of the Notes Guaranteed Obligations or any agreement Credit Document (other than this Guaranty against the Guarantor) for any reason whatsoever, including, without limitation, that the act of creating the Guaranteed Obligations is ultra xxxxx, that the officers or instrument relating theretorepresentatives executing the documents creating the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations violate usury or other laws, or that any Obligor has defenses to the payment of the Guaranteed Obligations, including, without limitation, breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (b) any 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, any increase (subject to Section 1), reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or other modification of the Credit Documents, or any other amendment waiver or waiver of or any consent to departure from granted under the NotesCredit Documents, including, without limitation, any increase in waivers of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any payment and performance of the Guaranteed Obligations; (dc) any changeAny release, restructuring exchange, subordination, waste, or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance impairment (including, without limitation, negligent, willful, unreasonable, or unjustifiable impairment) of any statute collateral securing payment of limitations) the Guaranteed Obligations; the failure of Agent, any other Financial Institution or any existence other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of any collateral; the fact that any Lien or assignment related to any collateral for the Guaranteed Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien or assignment; (d) Any full or partial release of any Obligor (other than the full or partial release of the Guarantor); (e) The failure to apply or the manner of applying collateral or payments of the proceeds of collateral against the Guaranteed Obligations; (f) Any change in the existence, organization or structure of any Obligor; any change in the shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any extension of credit made by any Financial Institution to any Obligor, notice of acceptance of this Guaranty, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Guaranteed Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of Agent’s or any other Financial Institution’s transfer of the Guaranteed Obligations, notice of the financial condition of or reliance on other circumstances regarding any representation Obligor, or any other notice of any kind relating to the Guaranteed Obligations; (h) Any payment or grant of collateral by Collateral any Obligor to Agent or any other Financial Institution being held to constitute a preference under bankruptcy laws, or for any reason Agent or any other Financial Institution is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Lenders Guaranteed Obligations, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (j) The fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including, without limitation, by way of discharge, limitation or tolling thereof under applicable bankruptcy laws; (k) Any claim or right of set-off that the Guarantor may have; and (l) Any other circumstances which might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligor (other than the termination of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwisethis Guaranty in accordance with Section 6.05), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCombined 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 Collateral the Agent or the Lenders with respect theretoto enforce any Obligations against the Borrower or any Loan Party other than the Guarantor. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Combined Loan Document or any 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 the Notes, including, without limitation, any Combined Loan Document (but subject to Section l(b) hereof) provided that with respect to -------- any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower (including amounts paid by the Agent or otherwiseany Lender that are deemed to constitute extensions of credit to the Borrower) this clause (b) shall apply only to any increase in the Guaranteed Obligations resulting from credit extended to protect and preserve any Multistate Collateral or California Collateral or the Lien in favor of the Agent and the Lenders therein; (c) any taking, exchange, release, subordination release or non-perfection of any Multistate Collateral or California Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Multistate Collateral or California Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Multistate Collateral or California Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Borrower or the discharge or other modification, in bankruptcy or otherwise, of the obligations of the Borrower; (f) any failure of the Agent or the Lenders to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties (including the Hotel Properties and the respective interest of any Loan Party therein) or prospects of any other Loan Party now or in the future known to the Agent or any Lender (the Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information); or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees The Guarantors, jointly and severally, guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Agents and the Lenders with respect thereto. The joint and several obligations of Guarantor the Guarantors under this Guaranty Article are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent the Borrowers or any other guarantor Guarantor or whether Parent or any other guarantor Borrower is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any 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 the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrowers or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor or Borrower or any other guarantor or surety. This Guaranty Article 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 Collateral Agent, the Lenders Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrowers or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsObligations, irrespective of whether any action is brought against Parent the Companies or any other guarantor Guarantor or whether Parent the Companies or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent VoIP or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentVoIP; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent VoIP or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent VoIP or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute absolute, joint and several and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: : (ai) any illegality, lack of validity or enforceability of any Obligation, (ii) any amendment, modification, waiver or consent to departure from the terms of any Obligation, including any renewal or extension of the Notes time or change of the manner or place of payment, (iii) any agreement exchange, substitution, release, non-perfection or instrument relating thereto; impairment of any collateral securing payment of any Obligation, (biv) any change in the timecorporate existence, manner structure or place ownership of payment ofthe Borrower or any other Guarantor, or in any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other term of, all Guarantor or their respective assets or any resulting release or discharge of any Obligation, (v) the Guaranteed Obligationsexistence of any claim, set-off or other rights that such Guarantor may have at any time against the Borrower, any other Guarantor, the Beneficiaries, or any other amendment corporation or waiver of person, whether in connection herewith or any consent to departure from unrelated transactions, provided that nothing herein will prevent the Notesassertion of any such claim by separate suit or compulsory counterclaim, (vi) any release of any other Guarantor under this Guaranty (vii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Beneficiaries’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any increase indebtedness in the Guaranteed Obligations resulting from the extension of additional credit to Parent such jurisdiction; or otherwise; (cC) any takingexpropriation, exchangeconfiscation, release, subordination nationalization or non-perfection requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any Collateral, assets or any taking, release their use or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; ability to operate its business or a material part thereof; or (dD) any changewar (whether or not declared), restructuring insurrection, revolution, hostile act, civil strife or termination similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the corporatecases contemplated in clauses (A) through (D) above, limited liability company to the extent occurring or partnership structure existing on or existence at any time after the date of Parent; or this Guaranty), and (evii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Beneficiary that might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent the Borrower or such Guarantor or any other guarantor or surety. This Guaranty Without limiting the generality of the foregoing, each Guarantor, jointly and severally, guarantees that it shall continue to be effective or be reinstated, as pay the case may be, if at any time any payment Beneficiaries strictly in accordance with the express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where the Borrower is rescinded or must otherwise be returned by Collateral Agentprincipally located in effect from time to time, the Lenders or any other entity upon order, decree or regulation in the insolvency, bankruptcy or reorganization jurisdiction where the Borrower is principally located. It is the intent of the Parent or otherwise (this Section 2 that each Guarantor’s obligations hereunder are and whether as a result of shall be absolute and unconditional under any demand, settlement, litigation or otherwise), and all as though such payment had not been madecircumstances.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 1 (Guaranty Agreement) Convertible 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 Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any 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 the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible 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 Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Quest Oil or any other guarantor Guarantor or whether Parent Quest Oil or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty Agreement constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any 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 the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Quest Oil or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentQuest Oil; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Quest Oil or any other guarantor or surety. This Guaranty 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Quest Oil or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes2005 Documents and 2006 Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtors with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Debtors will contract additional indebtedness for which Guarantors may be liable hereunder after the Debtors’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not the Debtors have properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Debtors, have been made by Laurus to induce the undersigned to enter into this Amended and Restated Guaranty and (ii) any extension of Guarantor under this Guaranty are independent credit to the Debtors shall be governed solely by the provisions of the Guaranteed Obligations, 2005 Documents and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions2006 Documents. The liability of Guarantor each of the undersigned under this Amended and Restated Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the 2005 Documents and 2006 Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any 2005 Document and/or 2006 Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the 2005 Documents and/or 2006 Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Debtors, or any takingaction taken with respect to this Amended and Restated Guaranty by any trustee, receiver, interim receiver, or receiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesNote Purchase Agreement, the Notes or the other Transaction 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 Collateral Agent or the Lenders Company with respect thereto. The Subsidiary Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that the Company will contract additional obligations of Guarantor under and liabilities for which the Subsidiary Guarantors may be liable hereunder after the Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional obligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by the Lenders to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsTransaction Documents. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and to the extent permitted by lawshall not be released, shall be irrevocablesuspended, absolute and unconditional irrespective ofdischarged, and Guarantor hereby irrevocably waives any defenses it may now terminated or hereafter have in any way relating tootherwise affected by, any circumstance or all occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the following: Note Purchase Agreement, the Notes or the other Transaction Documents or any assignment or transfer of any thereof, (ab) any lack of validity or enforceability of the Note Purchase Agreement, the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all Transaction Documents or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to the Lenders or its assignees or any acceptance thereof or any release of any security by the Lenders or its assignees, (d) any limitation on any party's liability or obligation under the Note Purchase Agreement, the Notes or the other Transaction Documents or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretythe undersigned. This Guaranty shall continue Any amounts due from the undersigned 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 Collateral Agent, the Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other entity upon the insolvency, bankruptcy not allowed or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir 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 Collateral the Agent or the Lenders with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Loan Agreement, the T-Two Note, or any other T-Two Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent T- Two or any other guarantor Affiliate or Subsidiary thereof or whether Parent T-Two or any other guarantor Affiliate or Subsidiary thereof is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Guaranteed Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesLoan Agreement or the T-Two Note or any other T-Two Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent T-Two or any Subsidiary or Affiliate thereof or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations (other than the Collateral pledged to the Agent and the Lenders under the Security Documents), and/or any offset against such Guaranteed Obligations, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against T-Two or any Affiliate or Subsidiary thereof or others (including the Guarantor); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of T-Two or any Affiliate or Subsidiary thereof, (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentT-Two or any Affiliate or Subsidiary thereof; (vii) the release of T-Two or any other party, other than the Guarantor, now or hereafter liable upon or in respect of the T-Two Loan Documents; or (eviii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, T-Two or any Affiliate or Subsidiary thereof relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the T-Two Loan or other guarantor financial accommodations to T-Two (other than the defense of indefeasible payment). (e) The Agent may at any time and from time to time (whether or surety. not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Agent for repayment or recovery of any time any amount or amounts received by the Agent in payment or on account of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of laws relating to preferences, fraudulent transfers and fraudulent conveyances, and the Agent repays all or part of said amount by reason of any demandjudgment, settlementdecree or order of any court or administrative body having jurisdiction over the Agent or its property, litigation or otherwiseany settlement or compromise of any such claim effected by the Agent with any such claimant (including T-Two). In such event the Guarantor agrees that any such judgment, all decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any note (including the T- Two Note) or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Agent hereunder for the amount so repaid or recovered to the same extent as though if such payment amount had not never originally been madereceived by the Agent.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This is a guaranty of the Notes, regardless payment and not merely of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretocollection. The Each Guarantor’s obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, shall be absolute and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsunconditional, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity capacity or authority of the Notes Borrower or any lack of validity, regularity or enforceability of any provision of any Loan Document or other agreement or instrument relating thereto; to the Obligations; (b) any change in the amount, 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 any of the Notesterms of any Loan Document or Obligation, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any takingvariation, extension, waiver, compromise or release of any or all of the Obligations or of any security from time to time provided therefor, (d) any release or amendment or waiver of, or consent to departure from, any other Guarantor or any other guaranty or support document, or any exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all or any of the Guaranteed Loan Documents or Obligations; (d) any change, restructuring ; or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other 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. This Guaranty shall not be affected by any circumstance (includingother than complete, without limitation, any statute of limitationsirrevocable payment or performance) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, Parent guarantor. The Investor makes no representation or warranty in respect of any such circumstance and has no duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations or any other guarantor collateral therefor. The Investor shall not be obligated to file any claim relating to the Obligations in the event that the Borrower becomes subject to a bankruptcy, reorganization or suretysimilar proceeding, and the failure by the Investor to so file shall not affect any Guarantor’s obligations hereunder. This Guaranty shall continue to be effective or be reinstated, as In the case may be, if at any time event that any payment to the Investor in respect of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agentfor any reason whatsoever, the Lenders or any other entity upon the insolvencyeach Guarantor shall remain liable hereunder in respect of such Obligations, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)each Guarantor’s obligations hereunder shall be reinstated, all as though if such payment had not been made. Each Guarantor waives any right of set-off or counterclaim which such Guarantor may have or acquire against the Investor. Each Guarantor agrees that this Guaranty is a continuing guaranty and shall cover any present Obligations, and also all Obligations that have been created or may hereafter be created as such Obligations may be changed from time to time. Each Guarantor agrees that the Investor may deal freely with the Borrower with respect to the Obligations, without notice to such Guarantor, the same as if this Guaranty had not been given, all without in any way affecting such Guarantor’s obligations hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be performed and paid strictly in accordance with the terms of the NotesTransaction Documents, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Beneficiary, such Guarantor or the Lenders Company with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Company or any of the other guarantor Guarantors or whether Parent the Company or any of the other guarantor Guarantors is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of the Notes Transaction Documents or any term thereof 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any Guarantor; or (eiii) any insolvency, bankruptcy, reorganization or other circumstance (including, without limitation, any statute of limitations) similar proceedings affecting the Company or its assets or any existence resulting release or discharge of or reliance on any representation by Collateral Agent or of the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretyGuaranteed Obligations. 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 Collateral Agent, the Lenders or any other entity Beneficiary upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Company or otherwise), all as though such payment had not been mademade at such time.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (cb) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (dc) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition ox xxxxity to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the uxxxxxxgned to enter into this Guaranty are independent and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, 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 the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee, receiver, interim receiver, or receiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. The liability of Guarantor hereunder is direct, unconditional and continuing until terminated in accordance herewith. It is a guaranty of payment and performance and not of collection only, and may be enforced without requiring Beneficiary to resort to any other person or entity (including, without limitation, Holdings), right, remedy or collateral. If for any reason any Obligation shall not be paid promptly when due, Guarantor will forthwith pay such Obligation to Beneficiary, without regard to any counterclaim, set-off, deduction or defense of any kind which Holdings or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly performed in accordance with the terms of the NotesAgreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Beneficiary, the Guarantor, or the Lenders Holdings with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Holdings or whether Parent or any other guarantor Holdings is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, performance of all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (cii) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (diii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parent; orHoldings or the Guarantor, or any bankruptcy, insolvency, reorganization or other similar proceedings affecting Holdings, or the assets of Holdings; (eiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent Holdings or a guarantor thereof, including the Guarantor; (v) any other guarantor extension, indulgence or surety. This Guaranty shall continue renewal with respect to be effective any obligation of Holdings under the Agreements; (vi) any modification of, or be reinstatedamendment or supplement to, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded Agreements; (vii) any furnishing or must otherwise be returned by Collateral Agent, the Lenders acceptance of additional security or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result release of any demandsecurity; or (viii) any waiver, settlementcompromise, litigation consent or otherwise)other action or inaction, all as though such payment had not been madeor any exercise or non-exercise of any right, remedy or power with respect to Holdings.

Guaranty Absolute. (a) Each Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir 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 Collateral Agent or the Lenders Lender with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Credit Agreement, the Notes, or any other Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations of any other Guarantor, any other guarantor or the Borrower under the Loan Documents, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. . (d) The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, hereunder shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateralsecurity therefor, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. 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 Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.liability

Guaranty Absolute. Guarantor The Parent guarantees that the Parent Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, 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 Collateral Agent or the Lenders Fleet with respect thereto. The obligations liability of Guarantor the Parent under this Guaranty are independent Article IIA with regard to the Parent Guaranteed Obligations of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Borrowers shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement with respect to the Notes Borrowers (with regard to such Parent Guaranteed Obligations), the other documents executed and/or delivered in connection with this Agreement, 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 Parent Guaranteed Obligations, Obligations of the Borrowers or any other amendment or waiver of or any consent to departure from this Agreement (with regard to such Parent Guaranteed Obligations) of the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseBorrowers; (ciii) any taking, exchange, release, subordination release or non-perfection nonperfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Parent Guaranteed ObligationsObligations of the Borrowers; (div) any change, restructuring or termination change in ownership of the corporate, limited liability company or partnership structure or existence Borrowers; (v) any acceptance of Parentany partial payment(s) from the Borrowers; or (evi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, the Borrowers in respect of the Parent or any other guarantor or suretyGuaranteed Obligations. This Guaranty The obligations of the Parent contained in this Article IIA shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Parent Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity Fleet upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrowers or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan 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 Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations of Guarantor the Parent under this Guaranty Article XIII are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthe provisions of this Article XIII, irrespective of whether any action is brought against Parent the Borrower, any other Guarantor or any other guarantor Person or whether Parent the Borrower, any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article XIII shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Parent hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (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 amendment, waiver of or of, any consent to or departure from the Notesany Loan Document, agreement or instrument relating to Secured Hedge Obligations with a Secured Hedge Party or agreement relating to Secured Cash Management Obligations with a Secured Cash Management Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collaterallien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Loan Documents or any other assets of the Borrower or any other Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentthe Borrower or any other Guarantor; (f) any failure of any Secured Party to disclose to the Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party (and the Parent hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of the Borrower or any other Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower, any other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstatedother Person other than payment in full, as the case may bein cash, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligations.