Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesAgreement, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Agreement 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 obligations of any other Borrower under or in respect of this Agreement and the NotesAgreement, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 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 (h) any other circumstance (including, without limitation, any statute of limitations, but not including payment) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, the Company, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Company or any other Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of of, but related to, the Guaranteed Obligations or any other Counterparty’s obligations of any other Borrower under or in respect of this the Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower one or more of the parties constituting Counterparty or whether any Borrower one or more of the parties constituting Counterparty is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note the Agreement 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 under the Agreement, any modification, extension or any other obligations waiver of any Borrower under or in respect of this Agreement and the Notesterms of the Agreement, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in term of the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of or the taking or failure to take any other action with respect to any 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 requirement that Beneficiary proceed against one or more of the parties constituting 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 or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower one or more of the parties constituting Counterparty or any of its Subsidiaries; (f) any lack or failure of the Agent notice or any Lender failure of Beneficiary to disclose to one or more of the Company parties constituting Counterparty or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower one or more of the parties constituting Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to the Agent or such Lender Beneficiary (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Beneficiary 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 (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Borrower one or more of the parties constituting Counterparty, the Guarantor or any other guarantor or surety. Notwithstanding any provision to the contrary contained herein, Guarantor’s liability hereunder shall be and is specifically limited as expressly set forth in Section 1 above. and, except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower one or more of the parties constituting Counterparty or 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 one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) and of the performance by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.

Guaranty Absolute. The Company guarantees guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement and 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 any Bank or the Agent or any Lender with respect thereto. The obligations Obligations of the Company under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or Account Subsidiary or whether any Borrower Borrowing Subsidiary or Account Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses defense it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Agreement or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesGuarantied Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of any collateral, 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 Guarantied 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 structure or existence of any Borrower Borrowing Subsidiary 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 ObligationsAccount Subsidiary; or (he) any other circumstance (including, without limitation, including any statute of limitationslimitations to the fullest extent permitted by applicable law) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Borrowing Subsidiary or any Account Subsidiary or other guarantor or suretyguarantor. This Guaranty 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 Guarantied Obligations is rescinded or must otherwise be returned by any Bank or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Borrowing Subsidiary or Account Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Designated Subsidiary under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full) it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this AgreementAgreement or the Notes, any Note or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Designated Subsidiary under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Designated Subsidiary or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any 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 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 structure or existence of any Borrower Designated Subsidiary or any of its Subsidiaries; (fe) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower Designated Subsidiary now or hereafter in the future known to the Agent or such Lender Lender, as the case may be (the Company waiving any duty on the part of the Agent and or 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 (hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Designated Subsidiary or the Company 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of of, but related to, the Guaranteed Obligations or any other Counterparty’s obligations of any other Borrower under or in respect of this the Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower one or more of the parties constituting Counterparty or whether any Borrower one or more of the parties constituting Counterparty is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note the Agreement 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 under the Agreement, any modification, extension or any other obligations waiver of any Borrower under or in respect of this Agreement and the Notesterms of the Agreement, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in term of the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of or the taking or failure to take any other action with respect to any 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 requirement that Beneficiary proceed against one or more of the parties constituting 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 or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower one or more of the parties constituting Counterparty or any of its Subsidiaries; (f) any lack or failure of the Agent notice or any Lender failure of Beneficiary to disclose to one or more of the Company parties constituting Counterparty or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower one or more of the parties constituting Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to the Agent or such Lender Beneficiary (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Beneficiary 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 (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Borrower one or more of the parties constituting Counterparty, the Guarantor or any other guarantor or surety. Notwithstanding any provision to the contrary contained herein, Guarantor’s liability hereunder shall be and is specifically limited as expressly set forth in Section 1 above, and, except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower one or more of the parties constituting Counterparty or 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 one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) and of the performance by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the applicable Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the extent not prohibited by applicable law, the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations or any other obligations of any other Borrower under or in respect of this Agreement Agreement, and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, if any, 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 or the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any Borrower 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 Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations 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 the Company to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note 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 obligations of any Borrower under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 or the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of any Lender or 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 such Lender or the Agent or such Lender (the Company waiving any duty on the part of the Agent Lenders and the Lenders Agent 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 (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender or the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, the Company (in its capacity as guarantor), any Borrower or any other guarantor or surety. This Guaranty Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Credit Agreement and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Bank with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Xxxxxxx Xxxxxxxxx under or in respect of this Credit Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Xxxxxxx Xxxxxxxxx or whether any Borrower Xxxxxxx Xxxxxxxxx is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Credit Agreement, any Note other 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 obligations of any Borrower Xxxxxxx Xxxxxxxxx under or in respect of this Credit Agreement and the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Credit Agreement or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Xxxxxxx Xxxxxxxxx or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 Xxxxxxx Xxxxxxxxx under this Credit Agreement and the Notes other Loan Documents or any other assets of any Borrower Xxxxxxx Xxxxxxxxx or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate company (or equivalent) structure or existence of any Borrower Xxxxxxx Xxxxxxxxx or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender Bank to disclose to the Company Xxxxxxx Xxxxxxxxx any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Xxxxxxx Xxxxxxxxx now or hereafter known to the Administrative Agent or such Lender Bank (the Company waiving any duty on the part of the Administrative Agent and the Lenders Banks 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a discharge of, any Borrower Xxxxxxx Xxxxxxxxx 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 the Administrative Agent or any Lender Bank or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Xxxxxxx Xxxxxxxxx or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company SEI guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Agreements, 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 Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower SEI under or in respect of this Agreement and are independent of the Notes, Guaranteed Obligations and a separate action or actions may be brought and prosecuted against the Company SEI to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company SEI under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Credit Agreement 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this any Credit Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower agreement or any of its Subsidiaries or otherwiseinstrument relating thereto; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 ObligationsBorrower; or (hd) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Borrower that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretySEI. 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made. This Agreement shall not confer upon the Agent and the Lenders or any other Person any right of payment or enforcement with respect to the Borrower under the Credit Agreements and the Notes that is in any manner broader or more expansive than such Person's rights of payment and enforcement, if any, with respect to the Borrower under the Credit Agreements and the Notes.

Guaranty Absolute. The Company PPG guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesapplicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender or Issuing Lender with respect thereto. The obligations of the Company PPG under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesapplicable Loan Documents, and a separate action or actions may be brought and prosecuted against the Company PPG to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company PPG under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company PPG hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any other Borrower under or in respect of this Agreement and or any of the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteof the other Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 or any of the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender or Issuing Lender to disclose to the Company any Borrower 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 Administrative Agent or such Lender or Issuing Lender (the Company PPG waiving any duty on the part of the Agent Administrative Agent, the Lenders and the Issuing 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 any other guarantor or surety with respect to the Guaranteed Obligations; (h) the enactment of any exchange controls in the jurisdiction of any Designated Subsidiary or any Governmental Authority thereof, or the occurrence of any adverse political or economic development in the jurisdiction of any Designated Subsidiary; or (hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender or Issuing Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Administrative Agent or any Lender or Issuing Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees Guarantor guarantees, to the extent permitted by Applicable Law, that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesCredit Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement, any Note Credit Document or any 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 obligations of any Borrower under or in respect of this Agreement and the NotesCredit Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteCredit Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (div) 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 Credit Party under this Agreement and the Notes Credit Documents or any other assets Property of any Borrower or any of its SubsidiariesCredit Party; (ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCredit Party; (fvi) any failure of the Agent or any Lender Party to disclose to the Company any Credit Party 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)Party; (gvii) 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 Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; or (hviii) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Borrower Credit Party or any other guarantor or surety. This Guaranty shall continue to be effective or shall be automatically reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Party or any other Person upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization liquidation of Borrower or otherwise, or upon the dissolution of, or appointment of any intervenor or conservator of, or trustee or similar official for, Guarantor or Borrower or any substantial part of Guarantor’s or any other Credit Party’s assets, or as a result of any settlement or compromise with any Person (including Guarantor) in respect of such payment, or otherwise, all as though such payment payments had not been made, and Guarantor shall pay Administrative Agent and Hermes Agent on demand all reasonable costs and expenses for which an invoice has been provided (including reasonable fees of counsel) incurred by Administrative Agent or Hermes Agent, respectively, in connection with such rescission or restoration.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Administrative Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The To the extent permitted under applicable laws, the liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any the Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower under this Agreement and the Notes Loan Documents or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Administrative Agent or such Lender (the Company Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);; or (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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any of the Borrower 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 the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Party with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are joint and several and independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Person or whether the Borrower or any Borrower other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower Person under or in respect of this Agreement and the Notes, Loan Documents or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any otherwise; provided that this clause (b) shall not limit the terms of its Subsidiaries or otherwiseSection 10.01 of the Revolving Credit Agreement with respect to the Borrower; (c) any taking, exchange, release or non-perfection of any 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 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 SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of the Borrower, any Borrower other Loan Party, or any of its their respective Subsidiaries; (f) any failure of the Agent or any Lender Party to disclose to the Company Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent or such any Lender Party (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Lender Party to disclose such information); (g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile 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 Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Borrower 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all (other than Payment in Full (as though such payment had not been madedefined below)).

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the applicable Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the Company extent not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations or any other obligations of any Borrower under or in respect of this Agreement Agreement, and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, if any, 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 or the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any Borrower 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 Guarantor 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 any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this the Five Year Credit 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 the Agent or any Lender Lenders with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Assignee or whether any Borrower the Assignee is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this the Five Year Credit Agreement, any Note the Notes 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this the Five Year Credit Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Assignee or any of its Subsidiaries subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any 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; (div) 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 the Assignee or any of its Subsidiariessubsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of any Borrower the Assignee or any of its Subsidiaries; (f) any failure subsidiaries or its status as a Subsidiary 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 ObligationsGuarantor; or (hvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Borrower the Assignee 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 the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Assignee or otherwise, all as though such payment had not been made.

Guaranty Absolute. This Indenture Guarantee is irrevocable, absolute, present and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesIndenture, 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 Agent Trustee or any Lender the Holders with respect thereto. The Guarantor further agrees that this Indenture Guarantee constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company Guarantor under or in respect of this Guaranty Indenture Guarantee are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyIndenture Guarantee, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower the Company is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Indenture Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note the Indenture or the Securities with respect to the Company 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Indenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Guarantor of the occurrence of an Event of Default under the provisions of the Indenture or the Securities; (d) any taking, exchange, release or non-perfection nonperfection of any 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 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 changefailure, restructuring omission, delay by or termination inability on the part of the corporate structure Trustee or existence of the Holders to assert or exercise any Borrower right, power or any of its Subsidiariesremedy conferred on the Trustee or the Holders in the Indenture or the Securities; (f) any failure change in the corporate structure, or termination, dissolution, consolidation or merger of the Agent Company or the Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or the Guarantor, the marshaling of the assets and liabilities of the Company or any Lender to disclose to guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or the Guarantor, or 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)assets of either of them; (g) the failure assignment of any other Person to execute right, title or deliver this Guaranty interest of the Trustee or any other guaranty or agreement Holder in the Indenture or the release or reduction of liability of the Company or Securities to any other guarantor or surety with respect to the Guaranteed ObligationsPerson; or (h) any other circumstance (includingevent or circumstance, without limitationwhether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any the Guarantor, other guarantor than payment in full of the Guaranteed Obligations; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to the Indenture or suretythe Securities. This Guaranty Indenture Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Trustee, any Lender Holder or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Section 1.3 below, and Section 8.01(b) of the Indenture, the obligations of the Guarantor under this Indenture Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement, any Note other Loan Document or any 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 obligations of any Borrower under or in respect of this Agreement and the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (div) 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 other Loan Documents or any other assets of any Borrower or any of its Subsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (fvi) any failure of the Administrative 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 Administrative Agent or such Lender (the Company waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (gvii) 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 (hviii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. . (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 the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations Guaranteed Obligations of the Company Xxxxxxx-Xxxxxx International under or in respect of this Guaranty are independent of the Guaranteed Obligations or of Xxxxxxx-Xxxxxx International, as a Borrower hereunder, and any other obligations Obligations of any other Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Xxxxxxx-Xxxxxx International to enforce this Guaranty, irrespective of whether any action is brought against Xxxxxxx-Xxxxxx International, as a Borrower hereunder, or any Borrower or whether any Designated Borrower is joined in any such action or actions. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by Xxxxxxx-Xxxxxx International of the Guaranteed Obligations. The liability of the Company Xxxxxxx-Xxxxxx International under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Xxxxxxx-Xxxxxx International hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations Obligations of Xxxxxxx-Xxxxxx International, as a Borrower hereunder, or any Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Borrower or any of its the Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 Obligations of Xxxxxxx-Xxxxxx International, as a Borrower hereunder, or any Designated Borrower under this Agreement and the Notes Loan Documents or any other assets of Xxxxxxx-Xxxxxx International, as a Borrower hereunder, or any Designated Borrower or any of its their respective Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of the Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Designated Borrower or its Subsidiariesassets or any resulting release or discharge of any Guaranteed Obligation; (f) the existence of any claim, set-off or other right which Xxxxxxx-Xxxxxx International may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company Xxxxxxx-Xxxxxx International waiving any duty on the part of the Agent and the Lenders to disclose such information); (gi) 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 any such other guarantor or surety with respect to the Guaranteed Obligations; or (hj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a legal or equitable defense available to, or a discharge of, Xxxxxxx-Xxxxxx International, any Designated Borrower or any surety other guarantor or suretythan indefeasible 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any Borrower Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of this Agreement and the Notesapplicable 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 the Administrative Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Parent Undertaking are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this GuarantyParent Undertaking, irrespective of whether any action is brought against Xxxxxxxx or any Borrower Originator, as the case may be, or whether any Borrower Xxxxxxxx or such Originator is joined in any such action or actions. The liability of the Company Parent under this Guaranty Parent Undertaking shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreementany Transaction Document, 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 Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteTransaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension additional Purchases or Issuances/ Modifications of additional credit to any Borrower or any Letters of its Subsidiaries Credit or otherwise; (c) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (d) any waiver of any right, power or remedy or of any default with respect to the Obligations or any part thereof or any agreement relating thereto; (e) any taking, exchange, release or non-perfection of any 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; (df) 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 Xxxxxxxx, any Borrower Originator or any of its their respective Subsidiaries; (eg) the existence of any claim, setoff or other rights which the Parent may have at any time against Xxxxxxxx or any Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof permitted under the Purchase and Contribution Agreement, this Agreement or any other Transaction Document; (i) any change, restructuring or termination of the corporate structure or existence of Xxxxxxxx, any Borrower Originator or any of its their respective 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 (hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Borrower of Xxxxxxxx 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeOriginator.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 any of the Agent or any Lender Guaranteed Parties with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Agreement 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 obligations of any the Borrower under or in respect of to this Agreement and the NotesAgreement, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwiseotherwise pursuant to the terms of this Agreement; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower under or in respect to this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender Guaranteed Party to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender Guaranteed Party (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Guaranteed Parties 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 any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any the Guarantor, the Borrower 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 any of the Agent or any Lender Guaranteed Parties or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

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

Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower other Loan Party or whether any Borrower other Loan Party is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company each Guarantor 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 Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the Company any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Credit Party with respect thereto. The obligations Obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Guarantor under or in respect of this Agreement and are independent of the NotesGuaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or whether any 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 the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any the Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Parent or any of its Subsidiaries or otherwise; (c) any taking, exchangerelease, release or non-perfection of any collateral, or any taking, release subordination or amendment or waiver of, or consent to departure from, any other guarantyguarantee (if any), 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 structure or existence of any Borrower the Parent or any of its SubsidiariesSubsidiaries 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 the Agent or any Lender Credit Party to disclose to the Company Parent or the Borrower any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any the Parent or the Borrower now or hereafter known to the Agent or such Lender Credit Party (the Company waiving Guarantor waives any duty on the part of the Agent and the Lenders Credit Parties to disclose such information); (gh) the failure of any other Person to execute or deliver this Guaranty or any other guaranty guarantee or agreement or the release or reduction of liability of the Company Guarantor or other guarantor (if any) or surety (if any) with respect to the Guaranteed Obligations; or (hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Credit Party that might otherwise constitute a defense available to, or a discharge of, any 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms and provisions of this Agreement and the NotesTerms, regardless of any law, regulation regulation, order or order judgment now or hereafter in effect in any jurisdiction affecting any of such terms the Terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall continue and be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating theretoof the Terms; (b) any Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesTerms, or any other amendment renewal, extension, amendment, modification or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Terms; (c) Any act or omission of Lender of any takingnature whatsoever, excluding any willful or wanton misconduct or gross negligence on the part of Lender; (d) With respect to the Guarantor, the Borrower or any other person or entity liable in respect of the Borrower, any failure to obtain required authorization by all necessary corporate or other action relating to the incurring by the Borrower of the Obligations or to the execution, delivery, or performance of any of the Terms, or to any violation of any provision of any organizational documents, or any other document, instrument or agreement occasioned by the incurring of the Terms, by the execution, delivery or performance of any of the Terms, or by any failure of same to have been duly authorized by all necessary corporate or other action; (e) Any release (other than a release of Guarantor from this Guaranty), amendment, waiver, modification, extension or renewal of or consent to departure from or forbearance of any other action or inaction under or in respect of this Guaranty or any other of the Terms; (f) Any exchange, release release, forbearance or non-perfection surrender of or any other action or inaction with respect to any collateral at any time and from time to time now or hereafter securing any or all of the Obligations or Terms or the liability of the Borrower, the Guarantor or any other person or entity in respect of all or any of the Terms or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any taking, release loss or amendment or waiver ofdestruction of any such collateral, or consent to departure from, any other guaranty, matter impairing the value of such collateral as security for all or any of the Guaranteed Obligations; (d) Terms or the liability of the Guarantor or any manner other person or entity in respect 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 structure or existence of any 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);Terms; or (g) the failure Any other circumstance or matter 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender nature whatsoever that might otherwise constitute a defense (other than payment) available to, or a discharge of, any Borrower the Borrower, the Guarantor or any other guarantor person or suretyentity liable to Lender in respect of any of the Terms which arises out of the bankruptcy or insolvency of the Borrower. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time regardless of whether any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower person or otherwiseentity or for any reason whatsoever, all as though such payment had not been made. The Obligations of Guarantor hereunder shall be absolute and primary, shall be complete and binding as to Guarantor upon its execution of this Guaranty, shall be subject to no conditions precedent, and shall be independent of and cumulative to any other of the Terms, and Lender may exercise any of its rights and remedies under this Guaranty, any other of the Terms or otherwise singly or concurrently.

Guaranty Absolute. The Company Subject to Section 5(c) hereof, each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender 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 indebtedness, 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 indebtedness, obligations and liabilities. The obligations 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 and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Company Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (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 this Guaranty are independent of the Guaranteed Documents or any other instruments or agreements relating to the Obligations or any other obligations assignment or transfer of any other Borrower under or in respect of this Agreement and the Notesthereof, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of this Agreementany Document or other documents, any Note instruments or any agreement or instrument agreements relating thereto; (b) any change in to 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 assignment or transfer of any Borrower under or in respect of this Agreement and the Notesthereof, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any takingfurnishing of any additional security to the Creditor Parties or their assignees or any acceptance thereof or any release of any security by the Creditor Parties or their 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 action 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 non-perfection nonperfection of any collateral, 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; (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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Borrower the undersigned. Any amounts due from the undersigned to the Creditor Parties 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeallowable.

Guaranty Absolute. The Company US Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Credit 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 the Administrative Agent or any Lender Bank with respect thereto. The obligations of the Company US Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Credit Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company US Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company US Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company US Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Credit 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 Obligations or any other obligations of any the Borrower under or in respect of this Credit Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Credit Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower under this Credit Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate company (or equivalent) structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender Bank to disclose to the Company Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Administrative Agent or such Lender Bank (the Company US Guarantor waiving any duty on the part of the Administrative Agent and the Lenders Banks 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 US Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a discharge of, any 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 the Administrative Agent or any Lender Bank or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations 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 the Company to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes or any agreement or instrument relating thereto; (b) subject to Section 9.01, 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 Borrower under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 or the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of any Lender or 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 such Lender or the Agent or such Lender (the Company waiving any duty on the part of the Agent Lenders and the Lenders Agent to disclose such information);; or (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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender or the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

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

Guaranty Absolute. The Company Each Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the any Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether the Borrower or any Borrower other Loan Party is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any 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 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 other Loan Party under this Agreement and the Notes Loan Documents or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company Borrower or any of the Guarantors any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter in the future known to the Agent or such any Lender (the Company each Guarantor 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 (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the any Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Borrower 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any Borrower other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, each other Loan Document and the Noteseach Other Secured Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The obligations of the Company each Guarantor under or in respect of the guarantee under this Guaranty Article VII (this “Guaranty”) are independent of the Guaranteed Obligations or any other obligations of the Company or any other Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower Guarantor, as the case may be, or whether the Company or any Borrower Guarantor, as the case may be, is joined in any such action or actions, and any failure by the Administrative Agent or any other Secured Party to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability against the Company or any Guarantor, as the case may be, of this Agreement, any Note other Loan Document, any Other Secured Agreement or any 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 obligations of the Company or any Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, or any other amendment amendment, supplement, modification or waiver of or any consent to departure from this Agreement Agreement, any other Loan Document or any NoteOther Secured Agreement, including, without limitation, any renewal, extension or acceleration, or any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Company or any of its Restricted Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (div) 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 the Company or any Borrower Guarantor, as the case may be, under this Agreement Agreement, the other Loan Documents and the Notes Other Secured Agreements or any other assets of any Borrower the Company or any of its Restricted Subsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of any Borrower the Company or any of its Restricted Subsidiaries; (fvi) any failure of the Administrative Agent or any Lender other Secured Party to disclose to the Company any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company, any Borrower Guarantor or any of their respective Subsidiaries now or hereafter known to the Administrative Agent or such Lender other Secured Party (the Company each Guarantor waiving any duty on the part of the Administrative Agent and the Lenders other Secured Parties to disclose such information); (gvii) the failure any settlement, compromise, release, discharge of, or acceptance or refusal of any other Person payment or performance with respect to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Company, any other Guarantor or other guarantor or surety with respect to the Guaranteed Obligations, or any subordination of the Guaranteed Obligations to any other obligations; (viii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, any Other Secured Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of the payment of the Guaranteed Obligations; or (hix) any other circumstance (including, without limitation, to the fullest extent permitted under applicable law, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender other Secured Party that might in any manner or to any extent vary the risk of the Company or any other Guarantor, as the case may be, as an obligor in respect of the Guaranteed Obligations or otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective No payment made by the Company, any of the Guarantors, any other guarantor or be reinstatedany other Person or received or collected by the Administrative Agent or any other Secured Party from the Company, as any of the case may beGuarantors, if any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time any or from time to time in reduction of or in payment of any of the Guaranteed Obligations is rescinded shall be deemed to modify, reduce, release or must otherwise be returned by affect the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization liability of any Borrower or otherwiseGuarantor hereunder which shall, all as though notwithstanding any such payment had not been madepayment, remain liable for the Guaranteed Obligations until the full discharge of the Guaranteed Obligations.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of the Borrower or any Borrower other guarantor or surety under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower or any of its SubsidiariesAffiliates; (e) any change, restructuring or termination of the corporate corporate, limited liability company or other entity structure or existence of any the Borrower or any of its SubsidiariesAffiliates; (f) any failure of the Agent or any Lender Beneficiary to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any Borrower of its Affiliates now or hereafter known to the Agent or such Lender Beneficiary (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Beneficiaries 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 Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Borrower the 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 the Agent or any Lender Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of any the Guarantor, the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of this Agreement and the NotesCredit Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower the Company is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Credit 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 obligations of any Borrower the Company under or in respect of this Agreement and the NotesCredit Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteCredit Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Company or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Company or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower the Company or any of its Subsidiaries; (f) any failure of the Agent or any Lender Beneficiary to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Company now or hereafter known to the Agent or such Lender Beneficiary (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Beneficiaries 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 Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Borrower the 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 the Agent or any Lender Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Guarantor, the Company or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Administrative Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Canadian Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any the Canadian Borrower or whether any the Canadian Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations or any other obligations of any the Canadian Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Canadian Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Canadian Borrower under this Agreement and the Notes or any other assets of any the Canadian Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Canadian Borrower or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender to disclose to the Company Canadian Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Canadian Borrower now or hereafter known to the Administrative Agent or such Lender (the Company waiving any duty on the part of the Administrative 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Canadian 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 the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Canadian Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company 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 the Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes or any agreement or instrument relating thereto; (b) subject to Section 9.01, 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 the Borrower under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower under this Agreement and or the Notes or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of any Lender or the Agent or any Lender to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to such Lender or the Agent or such Lender (the Company Guarantor waiving any duty on the part of the Agent Lenders and the Lenders Agent to disclose such information);; or (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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender or the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 any Lender or the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Designated Subsidiary or whether any Borrower Designated Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Agreement 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Designated Subsidiary or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, 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 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 structure or existence of any 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 ObligationsDesignated Subsidiary; or (he) any other circumstance circumstance, (including, without limitation, any statute of limitations) limitations to the fullest extent permitted by applicable law or any existence of or reliance on any representation by the Agent or any Lender Lender) that might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Designated 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 any of the Lenders or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Party with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are joint and several and independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Person or whether the Borrower or any Borrower other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower Person under or in respect of this Agreement and the Notes, Loan Documents or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any otherwise; provided that this clause (b) shall not limit the terms of its Subsidiaries or otherwiseSection 10.01 of the Term Loan Agreement with respect to the Borrower; (c) any taking, exchange, release or non-perfection of any 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 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 SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of the Borrower, any Borrower other Loan Party, or any of its their respective Subsidiaries; (f) any failure of the Agent or any Lender Party to disclose to the Company Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent or such any Lender Party (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Lender Party to disclose such information); (g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile 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 Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Borrower 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all (other than Payment in Full (as though such payment had not been madedefined below)).

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Deed and the NotesAmendment, regardless of any applicable law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Trustee with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of this Agreement the Deed and the NotesAmendment, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any Borrower Company or whether any Borrower the Company is joined in any such action or actions. This Agreement is a guaranty of payment when due, and not of collection. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives (to the extent permitted by applicable Laws) any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreementthe Deed, any Note the Amendment 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 obligations of any Borrower Company under or in respect of this Agreement and the NotesDeed or the Amendment, or any other amendment or waiver of or any consent to departure from this Agreement Deed or any Notethe Amendment, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Collateral or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other 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 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 Borrower the Company under this Agreement and the Notes Deed, the Amendment or any other assets of any Borrower Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany; (f) any failure of the Agent or any Lender Trustee to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Company now or hereafter known to the Agent or such Lender Trustee (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Trustee to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Trustee that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or surety, other than irrevocable payment in full in cash of the Guaranteed Obligations (other than (A) contingent indemnification and reimbursement obligations not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature and that has not yet accrued). 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 the Agent or any Lender Trustee or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisethe Company, all as though such payment had not been made.

Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent Agents or any Lender the Lenders with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Section 18 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Borrowers or whether any Borrower is the Borrowers are joined in any such action or actions. The liability of the Company Parent under this Guaranty Section 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Borrowers or otherwise; (c) any taking, exchange, 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 corporate, limited liability company or partnership structure or existence of any 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 ObligationsBorrower; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent Agents or any Lender the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent, 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 the Agent or any a Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesSellers’ Secured Note Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender the Holders with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower Obligor or whether any Borrower Obligor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Article XI shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteFunding Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Obligor or otherwise; (c) any taking, exchange, 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 corporate, limited liability company or partnership structure or existence of any Borrower Obligor; (e) any law which provides that the obligation of a surety or any guarantor must neither be larger in amount nor in other respects more burdensome than that of its Subsidiariesthe principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; (f) any failure of the Agent or the Holders to file or enforce a claim in any Lender bankruptcy or other proceeding with respect 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)Person; (g) the failure election by the Agent or the Holders, in any bankruptcy proceeding of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability Person, of the Company application or other guarantor or surety with respect to non-application of Section 1111(b)(2) of the Guaranteed Obligations; orUnited States Bankruptcy Code; (h) any extension of credit or the grant of any Liens under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (i) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (j) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (k) the avoidance of any Liens in favor of the Agent or the Holders for any reason; (l) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding; or (m) any other circumstance whatsoever (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender the Holders that might otherwise constitute a defense available to, or a discharge of, any Borrower 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 the Agent or any Lender Agent, the Holders or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisePerson, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents and Section 2 of this Agreement and the NotesGuaranty, 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 Agent or any Lender the Lenders with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or and all of the following: (ai) any lack of validity or enforceability of this Agreement, any Note Loan Document or any 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection nonperfection of any collateralCollateral, or any taking, release or release, amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral 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 Subsidiariesthe Borrower; (ev) any change, restructuring or termination of the corporate structure or existence of any 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 ObligationsBorrower; or (hvi) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Agent or any Lender Lender) that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any a guarantor, other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any than payment of any in full in cash of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Purchaser with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Section 19 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower is Company are joined in any such action or actions. The liability of the Company Parent under this Guaranty Section 19 shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteNote Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension purchase of additional credit to any Borrower or any of its Subsidiaries Notes from the Companies or otherwise; (c) any taking, exchange, 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 corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries; (f) any failure Subsidiaries 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 ObligationsParent; or (he) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender you that might otherwise constitute a defense available to, or a discharge of, the Parent, any Borrower Company or any other guarantor or surety. This Guaranty Section 19 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender you or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Company or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Company U.S. Borrower guarantees that all of the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Administrative Agent or any of the other Lender Parties with respect thereto. The obligations Obligations of the Company U.S. Borrower under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other the Canadian Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company U.S. Borrower to enforce this Guaranty, irrespective of whether any action is brought against any the Canadian Borrower or whether any the Canadian Borrower is joined in any such action or actions. The liability of the Company U.S. Borrower under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and the Company U.S. Borrower hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or and all of the following: (ai) any lack of validity or enforceability of this Agreement, any Note of the 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 Obligations or any other obligations Obligations of any the Canadian Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, of the Loan Documents (including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Canadian Borrower or any of its Subsidiaries or otherwise); (ciii) any taking, exchange, release or non-perfection nonperfection of any collateralof the Collateral, or any taking, release or amendment or waiver of, or consent to departure from, the Subsidiaries Guaranty or any other guarantyguarantee, for all or any of the Guaranteed Obligations; (div) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of any the Canadian Borrower under this Agreement and or in respect of the Notes Loan Documents, or any other property and assets of any the Canadian Borrower or any of its Subsidiaries; (ev) any change, restructuring or termination of the corporate legal structure or existence of any the Canadian Borrower or any of its Subsidiaries; (fvi) any failure of any of the Agent or any Lender Parties to disclose to the Company Canadian Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Canadian 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)Party; (gvii) the failure of any other Person to execute or deliver this the Subsidiaries Guaranty or any other guaranty guarantee or agreement or the release or reduction of liability of the Company Canadian Borrower or any other guarantor or surety with respect to the Guaranteed Obligations; or (hviii) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Administrative Agent or any of the other Lender Parties) that might otherwise constitute a defense available to, or a discharge of, any 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 the Administrative Agent or any of the other Lender Parties or by any other Person upon the insolvency, bankruptcy or reorganization of any the 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.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other the Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations Obligations of any the Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other 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 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 Obligations of any the Borrower under this Agreement and the Notes Loan Documents or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company Guarantor 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 Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its their Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 their Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its their 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 any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower (other than the Company) or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Deed and the NotesAmendment, regardless of any applicable law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Trustee with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of this Agreement the Deed and the NotesAmendment, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any Borrower Company or whether any Borrower the Company is joined in any such action or actions. This Agreement is a guaranty of payment when due, and not of collection. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives (to the extent permitted by applicable Laws) any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreementthe Deed, any Note the Amendment 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 obligations of any Borrower Company under or in respect of this Agreement and the NotesDeed or the Amendment, or any other amendment or waiver of or any consent to departure from this Agreement Deed or any Notethe Amendment, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Collateral or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other 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 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 Borrower the Company under this Agreement and the Notes Deed, the Amendment or any other assets of any Borrower Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany; (f) any failure of the Agent or any Lender Trustee to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Company now or hereafter known to the Agent or such Lender Trustee (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Trustee to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Trustee that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or surety, other than irrevocable payment in full in cash of the Guaranteed Obligations (other than (A) contingent indemnification and reimbursement obligations not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature and that has not yet accrued). 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 that is made on or prior to the Designated Date is rescinded or must otherwise be returned by the Agent or any Lender Trustee or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisethe Company, all as though such payment had not been made.

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

Guaranty Absolute. (a) The Company Parent 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 the Agent or any Lender with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company Parent to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Parent under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company Parent any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender (the Company Parent 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 Parent or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company PPG guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesapplicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company PPG under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesapplicable Loan Documents, and a separate action or actions may be brought and prosecuted against the Company PPG to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company PPG under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company PPG hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any other Borrower under or in respect of this Agreement and or any of the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteof the other Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 or any of the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender to disclose to the Company any Borrower 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 Administrative Agent or such Lender (the Company PPG waiving any duty on the part of the Administrative 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 any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Administrative Agent or any Lender the Lenders with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Sprint Capital or whether any Borrower Sprint Capital is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Company hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Sprint Capital or otherwise; (c) any taking, exchange, release or non-perfection of any 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 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 structure or existence of any 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 ObligationsSprint Capital; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower 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 the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Sprint Capital or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, Agreement or 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 Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesor any Note, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any other Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any other Borrower or any of its Subsidiaries; (e) any failure of any Lender to disclose to any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to such Lender (the Company waiving any duty on the part of the Lenders to disclose such information); (f) 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; (g) 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 or the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwiseother Borrower, all as though such payment had not been made.

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

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesGuaranteed 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 the Collateral Agent or any Lender the Purchasers with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company 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 Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note the Notes or any agreement or instrument relating theretoto any Guaranteed Obligation; (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 Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise; (c) any taking, exchange, release release, subordination or non-perfection of any collateralCollateral (as defined in the Pledge Agreement), 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 corporate, limited liability company or partnership structure or existence of any 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 ObligationsCompany; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any Lender the Company that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company 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 the Agent or Collateral Agent, any Lender Purchaser or any other Person entity upon the insolvency, bankruptcy or reorganization of the Company or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Guarantor hereunder are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement the Obligations and the Notes, Credit Agreement and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of Guarantor whether any or not an action or proceeding is brought against any the Borrower and whether or whether any not the Borrower is joined in any such action or actionsproceeding. The liability of the Company under this Guaranty shall be Guarantor hereunder is irrevocable, absolute and unconditional irrespective of, and (to the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all extent permitted by law) the liability and obligations of the followingGuarantor hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by: (a) any defect or lack of validity or enforceability in respect of this Agreementany Indebtedness or other obligation of the Borrower or any other Person under the Credit Agreement or the Obligations, any Note or any agreement or instrument relating theretoto any of the foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Lender may extend to, or make with, the Borrower, the Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of of, or any consent to or departure from from, this Guaranty, the Credit Agreement or any Notethe Obligations, including, without limitation, including any increase or decrease in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseObligations; (c) any takingthe taking of security from the Borrower, exchange, release or non-perfection of any collateral, the Guarantor or any takingother Person, release and the release, discharge or amendment or waiver alteration of, or consent to departure fromother dealing with, any other guaranty, for all or any of the Guaranteed Obligationssuch security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, the Credit Agreement any of the Obligations and the obligations of the Guarantor hereunder; (e) the abstention from taking security from the Borrower, the Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Borrower, the Guarantor or any other Person, and including any other guarantees received by the Lender; (g) any other dealings with the Borrower, the Guarantor or any other Person, or with any security; (h) the Lender's acceptance of compositions from the Borrower or the Guarantor; (i) the application by the Lender of all monies at any time and from time to time received from the Borrower, the Guarantor or any other Person on account of any indebtedness and liabilities owing by the Borrower or the Guarantor to the Lender, in such manner as the Lender deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any the manner of sale or other disposition of any collateral collateral; (j) the release or discharge of the Borrower or the Guarantor or of any Person liable directly as surety or otherwise by operation of law or otherwise for all the Obligations, other than an express release in writing given by the Lender of the liability and obligations of the Guarantor hereunder; (k) any change in the name, business, capital structure or governing instrument of the Borrower or the Guarantor or any refinancing or restructuring of any of the Guaranteed Obligations Obligations; (l) the sale of the Borrower's or the Guarantor's business or any part thereof; (m) any merger or consolidation, arrangement or reorganization of the Borrower, the Guarantor, any Person resulting from the merger or consolidation of the Borrower or the Guarantor with any other Person or any other obligations of any Borrower under this Agreement and the Notes successor to such Person or merged or consolidated Person or any other assets change in the corporate existence, structure or ownership of any the Borrower or the Guarantor or any change in the corporate relationship between the Borrower and the Guarantor, or any termination of its Subsidiariessuch relationship; (en) any changethe insolvency, restructuring bankruptcy, liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or termination distribution of the corporate structure assets of the Borrower or existence its assets or any resulting discharge of any obligations of the Borrower (whether voluntary or any involuntary) or of its Subsidiariesthe Guarantor (whether voluntary or involuntary) or the loss of corporate existence; (fo) any failure arrangement or plan of reorganization affecting the Agent Borrower or the Guarantor; (p) any Lender to disclose to the Company any information relating to the businessfailure, condition (financial omission 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 delay on the part of the Agent and Borrower to conform or comply with any term of the Lenders to disclose such information)Credit Agreement; (gq) any limitation on the failure liability or obligations of the Borrower or any other Person to execute or deliver under this Guaranty Guaranty, or any other guaranty discharge, termination, cancellation, distribution, irregularity, invalidity or agreement unenforceability in whole or the release or reduction in part of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; orthis Guaranty; (hr) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower or the Guarantor; or (s) any modification, compromise, settlement or release by the Lender, or by operation of law or otherwise, of the Obligations or the liability of the Borrower or any other obligor under the Obligations, in whole or in part, and any refusal of payment by the Lender, in whole or in part, from any other obligor or 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 in connection with any of the Guaranteed Obligations is rescinded Obligations, whether or must otherwise be returned by the Agent not with notice to, or further assent by, or any Lender or any other Person upon reservation of rights against, the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeGuarantor.

Guaranty Absolute. The Company Wyndham Destinations guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Purchase Agreement and the Notes, Sale and Assignment Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting 181 any of such terms terms; provided, however, nothing herein shall be construed to require Wyndham Destinations to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Wyndham Destinations under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Wyndham Destinations to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Seller or the Assignor, or whether any Borrower the Seller or the Assignor is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. Wyndham Destinations agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) i. any lack of validity or enforceability of this the Purchase Agreement or the Sale and Assignment Agreement, any Note or any agreement or instrument relating thereto; (b) ii. any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this the Purchase Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseSale and Assignment Agreement; (c) iii. any taking, exchange, release or non-perfection of any 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) iv. any manner of application of any collateral, collateral or proceeds thereof, 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 the Seller or any of its Subsidiariesthe Assignor; (e) v. any change, restructuring or termination of the corporate or other structure or existence of any 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 Seller or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsAssignor; or (h) vi. any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge of, any Borrower of the Seller or the Assignor the Assignor or either of their affiliates or any other guarantor or suretyguarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person Series 2008-A Trustee upon the insolvency, bankruptcy or reorganization of any Borrower the Seller or the Assignor or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent Agents, the Lenders or any Lender the L/C Issuer with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Article are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Borrowers or whether any Borrower is the Borrowers are joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Article shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Borrowers or otherwise; (c) any taking, exchange, 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 corporate, limited liability company or partnership structure or existence of any 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 ObligationsBorrower; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent Agents, the Lenders or any Lender the L/C Issuer that might otherwise constitute a defense available to, or a discharge of, any Borrower such Guarantor, the Borrowers 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretysurety (other than payment of such 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Creditors with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch Obligations, irrespective of whether any action is brought against any Borrower the Company or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company 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 Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note the Agreement 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Company or otherwise; (c) any taking, exchange, release release, subordination 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 corporate, limited liability company or partnership structure or existence of any 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 ObligationsCompany; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Creditors that might otherwise constitute a defense available to, or a discharge of, any Borrower Company or any other guarantor 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 the Agent or any Lender Creditors or any other Person entity upon the insolvency, bankruptcy or reorganization of Company or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Company guarantees Holdings and Water Soft guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCypress Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Lenders with respect thereto. The obligations of the Company Holdings and Water Soft under or in respect of this Guaranty Section 9 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Holdings or Water Soft to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower AMTROL or whether any Borrower AMTROL is joined in any such action or actions. The liability guarantee of the Company payment of Holdings and Water Soft under this Guaranty Section 9 shall be irrevocable, absolute and unconditional irrespective of, and the Company each of Holdings and Water Soft hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement, any Note Cypress Loan Document or any 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteCypress Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries AMTROL or otherwise; (ciii) any taking, exchange, release or non-perfection of any collateralCollateral of AMTROL or any of its Subsidiaries, 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; (eiv) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any 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 ObligationsAMTROL; or (hv) any other circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of AMTROL for the Guaranteed Obligations, or of Holdings or Water Soft under this Section 9, in bankruptcy or any other instance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Lenders that might otherwise constitute a defense available to, or a discharge of, any Borrower Holdings, Water Soft, AMTROL or any other guarantor or surety. This Guaranty Section 9 shall continue to be effective effective, or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any a Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower AMTROL or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company This Indenture Guarantee is irrevocable, absolute, present and unconditional. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesIndenture, 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 Agent Trustee or any Lender the Holders with respect thereto. Each Guarantor further agrees that its Indenture Guarantee herein constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company each Guarantor under or in respect of this Guaranty its Indenture Guarantee herein are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guarantyits Indenture Guarantee, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Indenture Guarantee herein shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Indenture or the Securities with respect to the Company 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to such Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities; (d) any taking, exchange, release or non-perfection nonperfection of any 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; (de) 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 structure or existence of any Borrower or any of its SubsidiariesCompany; (f) any failure of the Agent failure, omission, delay by 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 inability on the part of the Agent and Trustee or the Lenders Holders to disclose such information)assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (g) any change in the failure of any other Person to execute corporate structure, or deliver this Guaranty termination, dissolution, consolidation or any other guaranty or agreement or the release or reduction of liability merger of the Company or any guarantor (including any other Guarantor) with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor (including any other Guarantor), the marshaling of the assets and liabilities of the Company or surety any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with respect creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor (including any other Guarantor), or any of the assets of any of them; (h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to the Guaranteed Obligationsany other Person; or (hi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or a guarantor (including any other guarantor Guarantor), other than payment in full of the Guaranteed Obligations; it being the intent of such Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities and except as otherwise provided in Section 4.10(b). This Guaranty Indenture Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Trustee, any Lender Holder or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Sections 4.10(b), 8.01(b) and 10.03, the obligations of each Guarantor under its Indenture Guarantee herein shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. The Company Holdings guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Lenders with respect thereto. The obligations of the Company Holdings under or in respect of this Guaranty SECTION 18 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Holdings to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower Borrowers or whether any Borrower is Borrowers are joined in any such action or actions. The liability of the Company Holdings under this Guaranty SECTION 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Borrowers or otherwise; (c) any taking, exchange, 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 corporate, limited liability company or partnership structure or existence of any 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 ObligationsBorrower; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender the Lenders that might otherwise constitute a defense available to, or a discharge of, Holdings, 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 the Agent or any a Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent Agent, L/C Issuer or any Lender with respect thereto. The obligations Obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other Borrower Obligor under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Obligor or whether the Borrower or any Borrower other Obligor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any provision under this Agreement, any Note 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 obligations Obligations of any Borrower other Obligor under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Obligor or otherwise; (c) any taking, exchange, 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 any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower Obligor under this Agreement and the Notes Loan Documents or any other assets of any Borrower or any of its SubsidiariesObligor; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesObligor; (f) any failure of the Agent Agent, L/C Issuer or any Lender to disclose to the Company any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Obligor now or hereafter known to the Agent or such Lender Lender, as the case may be (the Company each Guarantor waiving any duty on the part of the Agent Agent, L/C Issuer 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 any Guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent Agent, L/C Issuer or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Obligor or any other guarantor or surety, in its capacity as 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 the Agent Agent, L/C Issuer or any Lender or any other Person upon the insolvencyPerson, bankruptcy or reorganization of any Borrower or otherwisefor whatever reason, all as though such payment had not been made.

Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement and the NotesIndenture, 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 the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement or any Notefrom, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateralIndenture, or any takingdischarge, release disallowance, invalidity, voidness or amendment or waiver of, or consent to departure from, any other guaranty, for all or any unenforceability of the Guaranteed Obligations; ; (dii) any manner of application the existence of any collateralclaim, set-off, defense or proceeds thereofother right that the Company or the Guarantor may have at any time against the Guaranteed Party, to all whether in connection with this Agreement, the Indenture 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; unrelated transaction; (eiii) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to or the business, condition (financial partial 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 total substitution of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or in the release or reduction of liability place of the Company under the Indenture whether by assignment, foreclosure or other guarantor otherwise; or surety with respect to the Guaranteed Obligations; or (hiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or suretya guarantor. 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 the Agent or any Lender or any other Person Guaranteed Party upon the insolvency, bankruptcy or reorganization of any Borrower the Company or the Guarantor or otherwise, all as though such payment had not been made. (b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Indenture that is in any manner broader or more expansive than such Person's rights of payment and enforcement, if any, with respect to the Company under the Indenture.

Guaranty Absolute. This Non-Recourse Guaranty is ----------------- irrevocable, absolute, present and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesIndenture, 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 Agent Trustee or any Lender the Holders with respect thereto. The obligations of the Company Guarantor under or in respect of this Non-Recourse Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Non-Recourse Guaranty, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Non-Recourse Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note Indenture or the Notes with respect to the Company 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, exchange, release or non-perfection nonperfection 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; (de) any manner of application of any collateralCollateral, 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 Collateral or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany; (f) any failure of the Agent failure, omission, delay by 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 inability on the part of the Agent and Trustee or the Lenders Holders to disclose such information)assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (g) any change in the failure of any other Person to execute corporate structure, or deliver this Guaranty termination, dissolution, consolidation or any other guaranty or agreement or the release or reduction of liability merger of the Company or any guarantor with or into any other guarantor or surety with respect entity (other than pursuant to the Guaranteed ObligationsMerger), the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor, the marshalling of the assets and liabilities of the Company or any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor, or any of the assets of any of them; (h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (hi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any a guarantor, other guarantor than payment in full of the Guaranteed Obligations; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes, subject to the second paragraph of Section 11. 01. This Non-Recourse Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Trustee, any Lender Holder or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantor under this Non-Recourse Guaranty shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. The Company guarantees Guarantors guarantee 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 the Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 the Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company Guarantors any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender (the Company Borrower 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 Guarantors or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement and the NotesIntercreditor Agreement, 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 the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement or any Notefrom, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateralIntercreditor Agreement, or any takingdischarge, release disallowance, invalidity, voidness or amendment or waiver of, or consent to departure from, any other guaranty, for all or any unenforceability of the Guaranteed Obligations; ; (dii) any manner of application the existence of any collateralclaim, set-off, defense or proceeds thereofother right that the Company or the Guarantor may have at any time against the Guaranteed Party, to all whether in connection with this Agreement, the Intercreditor Agreement 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; unrelated transaction; (eiii) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to or the business, condition (financial partial 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 total substitution of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or in the release or reduction of liability place of the Company under the Intercreditor Agreement whether by assignment, foreclosure or other guarantor otherwise; or surety with respect to the Guaranteed Obligations; or (hiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or suretya guarantor. 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 the Agent or any Lender or any other Person Guaranteed Party upon the insolvency, bankruptcy or reorganization of any Borrower the Company or the Guarantor or otherwise, all as though such payment had not been made. (b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Intercreditor Agreement that is in any manner broader or more expansive than such Persons' rights of payment and enforcement, if any, with respect to the Company under the Intercreditor Agreement.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent Agents or any Lender the Lenders with respect thereto. The obligations Obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company such Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives to the extent permitted by applicable law any defenses it may now or hereinafter have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations Obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any 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 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 Obligations of any Borrower other Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;; or (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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the any Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Borrower, any Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstatedreinstated (provided no such reinstatement shall occur after the Release Date with respect to any Subsidiary Guarantor (except Global Operations) and after the Operations Release Date with respect to Global Operations), as the case may be, if at any time any payment of any of the Guaranteed Obligations made, with respect to the Subsidiary Guarantors (except Global Operations), prior to the Release Date and with respect to Global Operations prior to the Operations Release Date, is rescinded or must otherwise be returned by the any Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

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

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations Obligation will be ----------------- paid strictly in accordance with the terms of this Agreement the Credit Agreement, the Notes, and the Notesother 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 the Agent or any 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 hereunder are independent of the obligations of the Company under or the Credit Agreement and any Applicable Law, to the extent such payments are not in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations violation 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsApplicable Law. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and : (a) the Company hereby irrevocably waives taking or accepting of any defenses it may now have other security or hereafter acquire in any way relating to, guaranty for any or all of the following:Obligations; (ab) 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 this the Credit Agreement, any Note 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 xxxxx, (iii) the officers ----- ----- creating same acted in excess of their authority, or (iv) for any other reason; (bd) 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 Obligations Obligation; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or the Administrative Lender to the Company, Guarantor, or any Person at any time liable for the payment of any or all of the Obligation; or any other obligations of any Borrower under or in respect of this Agreement and the Notesmodification, or any other amendment amendment, or waiver of or any consent to departure from this Agreement the Credit Agreement, the Notes, or any Note, including, 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 any Borrower or any of its Subsidiaries or otherwisesuch notification being herein specifically waived by Guarantor); (cg) any taking, exchange, release release, 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, of or consent to departure from, from any other guaranty, guaranty for all or any of the Guaranteed ObligationsObligation; (di) the failure by any Lender or the Administrative Lender to make any demand upon or to bring any legal, equitable, or other action against the Company or any other Person (including without limitation Guarantor), or the failure or delay by any Lender or the Administrative Lender to, or the manner of application in which any Lender or the Administrative Lender shall, proceed to exhaust rights against any direct or indirect security for the Obligation; (j) the existence of any collateralclaim, defense, set-off, or proceeds thereofother rights which the Company or Guarantor may have at any time against the Company, to all the Lenders, or any of the Guaranteed ObligationsGuarantor, or any manner of sale or other disposition of any collateral for all or any of Person, whether in connection with this Guaranty, the Guaranteed Obligations Loan Papers, the transactions contemplated thereby, or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiariestransaction; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (fk) any failure of any Lender or the Agent Administrative Lender to notify Guarantor of any renewal, extension, or assignment of the Obligation or any Lender to disclose to part thereof, or the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects release of any Borrower now security, or hereafter known to of any other action taken or refrained from being taken by any Lender or the Agent or such Lender (Administrative Lender, it being understood that the Company waiving any duty on the part of the Agent Lenders and the Lenders Administrative Lender shall not be required to disclose such information)give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligation; (gl) any payment by the failure of Company to the Lenders or the Administrative Lender is held to constitute a preference under any Debtor Relief Law or if for any other Person to execute or deliver this Guaranty or any other guaranty or agreement reason the Lenders or the release Administrative Lender is required to refund such payment or reduction of liability of pay the Company or other guarantor or surety with respect amount thereof to the Guaranteed Obligationsanother Person; or (hm) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Borrower 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company, Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees Guarantors guarantee that the Guaranteed Obligations Obligation will be paid strictly in accordance with the terms of this Agreement the Credit Agreement, the Notes, and the Notesother Loan Documents, 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 the Agent or any 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 or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Credit Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsApplicable Law. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and : (a) the Company hereby irrevocably waives taking or accepting of any defenses it may now have other security or hereafter acquire in any way relating to, guaranty for any or all of the following:Obligations, including any reduction or termination of any Commitment; (ab) any increase, reduction or payment in full at any time or from time to time of any part of the Obligation; (c) any lack of validity or enforceability of this the Credit Agreement, any Note the Notes, or any other Loan Document or other agreement or instrument relating thereto, including but not limited by 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 XXXXX, (iii) the officers creating same acted in excess of their authority, or (iv) for any other reason; (bd) 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 insolvency, bankruptcy, reorganization, receivership or other proceeding under any applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization, or similar laws from time to time in effect affecting the rights of creditors generally (collectively, "Debtor Relief Laws") involving the Company, any 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 Obligations Obligation; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or the Administrative Lender to the Company, any Guarantor, or any Person at any time liable for the payment of any or all of the Obligation; or any other obligations of any Borrower under or in respect of this Agreement and the Notesmodification, or any other amendment amendment, or waiver of or any consent to departure from this Agreement the Credit Agreement, the Notes, or any Note, including, other Loan Document 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 any Borrower or any of its Subsidiaries or otherwisesuch notification being herein specifically waived by Guarantors); (cg) any taking, exchange, release release, 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, of or consent to departure from, from any other guaranty, guaranty for all or any of the Guaranteed ObligationsObligation; (di) the failure by any Lender or the Administrative Lender 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 Lender to, or the manner of application in which any Lender or the Administrative Lender shall, proceed to exhaust rights against any direct or indirect security for the Obligation; (j) the existence of any collateralclaim, defense, set-off, or proceeds thereof, to all other rights which the Company or any of Guarantor may have at any time against the Guaranteed ObligationsCompany, the Lenders, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations Guarantor, or any other obligations of any Borrower under Person, whether in connection with this Agreement and Guaranty, the Notes Loan Documents, the transactions contemplated thereby, or any other assets of any Borrower or any of its Subsidiariestransaction; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (fk) any failure of any Lender or the Agent Administrative Lender to notify any Guarantor of any renewal, extension, or assignment of the Obligation or any Lender to disclose to part thereof, or the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects release of any Borrower now security, or hereafter known to of any other action taken or refrained from being taken by any Lender or the Agent or such Lender (Administrative Lender, it being understood that the Company waiving any duty on the part of the Agent Lenders and the Lenders Administrative Lender shall not be required to disclose such information)give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligation; (gl) any payment by the failure of Company to the Lenders or the Administrative Lender is held to constitute a preference under any Debtor Relief Law or if for any other Person to execute or deliver this Guaranty or any other guaranty or agreement reason the Lenders or the release Administrative Lender is required to refund such payment or reduction of liability of pay the Company or other guarantor or surety with respect amount thereof to the Guaranteed Obligationsanother Person; or (hm) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower or 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 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 Obligation is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Company, any Borrower Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

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

Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, each other Loan Document and the Noteseach Other Secured Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The obligations of the Company each Guarantor under or in respect of the guarantee under this Guaranty Article VII (this “Guaranty”) are independent of the Guaranteed Obligations or any other obligations of the Company or any other Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower Guarantor, as the case may be, or whether the Company or any Borrower Guarantor, as the case may be, is joined in any such action or actions, and any failure by the Administrative Agent or any other Secured Party to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability against the Company or any Guarantor, as the case may be, of this Agreement, any Note other Loan Document, any Other Secured Agreement or any 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 obligations of the Company or any Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, or any other amendment amendment, supplement, modification or waiver of or any consent to departure from this Agreement Agreement, any other Loan Document or any NoteOther Secured Agreement, including, without limitation, any renewal, extension or acceleration, or any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Company or any of its Restricted Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, if any, 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 Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the any Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes, if any, 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 obligations of any Borrower under or in respect of this Agreement and or the Notes, if any, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, if any, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 or the Notes Notes, if any, or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of any Lender or 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 such Lender or the Agent or such Lender (the Company waiving any duty on the part of the Agent Lenders and the Lenders Agent 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower other Loan Party or whether the Company or any Borrower other Loan Party is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) : any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Loan Party or any of its Subsidiaries or otherwise; (c) ; any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) ; any 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 Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower Loan Party or any of its Subsidiaries; (e) ; any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of its Subsidiaries; (f) ; any failure of the Agent or any Lender Guaranteed Party to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender Guaranteed Party (the Company each Guarantor waiving any duty on the part of the Agent and the Lenders Guaranteed 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 the Company any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) or any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party 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 the Agent or any Lender Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of the Company or any Borrower other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The (a) Each of Holdings and the Company jointly and severally 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 regulation, decree or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of Holdings and the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 Holdings or the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Person or whether any Borrower is joined in any such action or actions. The guaranty hereunder is a guaranty of payment and not of collection. The liability of Holdings and the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each of Holdings and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to Holdings or the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter Amendment No. 2 to Xerox Credit Agreement 6 known to the Agent or such Lender (Holdings and 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 Holdings, the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretysurety (other than payment of such 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of this Agreement and the Notesapplicable 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 the Administrative Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Parent Undertaking are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this GuarantyParent Undertaking, irrespective of whether any action is brought against Xxxxxxxx or any Borrower Originator, as the case may be, or whether any Borrower Xxxxxxxx or such Originator is joined in any such action or actions. The liability of the Company Parent under this Guaranty Parent Undertaking shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreementany Transaction Document, 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 Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteTransaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from additional Purchases or Issuances/ Modifications of Letters of Credit or otherwise; (c) any failure or omission to enforce any right, power or remedy with respect to the extension of additional credit to any Borrower Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (d) any waiver of its Subsidiaries any right, power or otherwise; remedy or of any default with respect to the Obligations or any part thereof or any agreement relating thereto; (ce) any taking, exchange, release or non-perfection of any 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; ; (df) 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 Xxxxxxxx, any Borrower Originator or any of its their respective Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any 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 existence of any claim, setoff or other Person to execute or deliver this Guaranty rights which the Parent may have at any time against Xxxxxxxx or any other guaranty Originator in connection herewith or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligationsany unrelated transaction; or (h) any other circumstance (including, without limitation, any statute assignment or transfer of limitations) the Obligations or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.part thereof permitted

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Credit Agreement and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Bank with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Xxxxxxx Xxxxxxxxx under or in respect of this Credit Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Xxxxxxx Xxxxxxxxx or whether any Borrower Xxxxxxx Xxxxxxxxx is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Credit Agreement, any Note other 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 obligations of any Borrower Xxxxxxx Xxxxxxxxx under or in respect of this Credit Agreement and the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Credit Agreement or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Xxxxxxx Xxxxxxxxx or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 Xxxxxxx Xxxxxxxxx under this Credit Agreement and the Notes other Loan Documents or any other assets of any Borrower Xxxxxxx Xxxxxxxxx or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate company (or equivalent) structure or existence of any Borrower Xxxxxxx Xxxxxxxxx or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Lender Bank to disclose to the Company Xxxxxxx Xxxxxxxxx any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Xxxxxxx Xxxxxxxxx now or hereafter known to the Administrative Agent or such Lender Bank (the Company waiving any duty on the part of the Administrative Agent and the Lenders Banks to disclose such information);; 49 Americas 91904575 (2K) (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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a discharge of, any Borrower Xxxxxxx Xxxxxxxxx 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 the Administrative Agent or any Lender Bank or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Xxxxxxx Xxxxxxxxx or otherwise, all as though such payment had not been made.

Guaranty Absolute. (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 regulation, decree or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The guaranty hereunder is a guaranty of payment and not of collection. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;; NYDOCS02/1129523.1 (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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretysurety (other than payment of such 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of 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 Obligations 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 this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any 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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Subject to Section 5(c) hereof, each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender 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 indebtedness, 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 indebtedness, obligations and liabilities. The obligations 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 and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Company Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (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 this Guaranty are independent of the Guaranteed Documents or any other instruments or agreements relating to the Obligations or any other obligations assignment or transfer of any other Borrower under or in respect of this Agreement and the Notesthereof, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of this Agreementany Document or other documents, any Note instruments or any agreement or instrument agreements relating thereto; (b) any change in to 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 assignment or transfer of any Borrower under or in respect of this Agreement and the Notesthereof, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any takingfurnishing of any additional security to the Creditor Parties or their assignees or any acceptance thereof or any release of any security by the Creditor Parties or their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to 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 action 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 non-perfection nonperfection of any collateral, 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; (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 structure or existence of any 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 (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Borrower the undersigned. Any amounts due from the undersigned to the Creditor Parties 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 the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeallowable.

Guaranty Absolute. The Company Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Purchaser with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of the Company or any other Borrower Obligor under or in respect of this Agreement and the NotesNote Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower other Obligor or whether the Company or any Borrower other Obligor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any the Note Documents 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 obligations Obligations of any Borrower other Obligor under or in respect of this Agreement and the NotesNote Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Note Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the issue of Rollover Notes or the extension of additional credit to any Borrower Obligor or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any 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 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 structure or existence of any Borrower the Company or any of its Subsidiaries;; or (fe) any failure of the Agent or any Lender Purchaser to disclose to the Company or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower other Obligor now or hereafter in the future known to the Agent or such Lender any Purchaser (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Purchasers 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 (hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Purchaser that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company, the 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 the Agent or any Lender Purchaser or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment had not been made.

Guaranty Absolute. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guaranteed Obligations have been paid in full and all obligations of the Guarantor hereunder, if any, shall have been paid in full. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Noteseach Operative Document under which they arise, in each case regardless of (but to the extent permitted by) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations 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 the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsParty. The liability of the Company Guarantor under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity validity, legality or enforceability of this Agreement, any Note or any agreement or instrument relating theretoOperative Document; (b) the failure of any Guaranteed Party: (i) to assert any claim or demand or to enforce any right or remedy against the Lessee, the Agent Certificate Holder or any Certificate Holder or any other Person under the provisions of any Operative Document or otherwise, or (ii) to exercise any right or remedy against the Guarantor of, or collateral securing, any Guaranteed Obligations; (c) 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 Borrower under or in respect of this Agreement and the NotesObligations, or any other extension, compromise or renewal of any of the Guaranteed Obligations; (d) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Guaranteed Obligations or any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from this Agreement or any Note, including, without limitationfrom, any increase in of the Guaranteed Obligations resulting from the extension terms of additional credit any Operative Document; provided that any party to any Borrower such amendment or any of its Subsidiaries modification (whether executing such amendment or otherwisemodification or bound thereby) shall be bound by such amendment or modification; (ce) any takingaddition, exchange, release release, surrender or non-perfection nonperfection of any collateral, or any taking, amendment to or waiver or release or amendment or waiver addition of, or consent to departure from, any other guaranty, for all or held by any Guaranteed Party securing 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 structure or existence of any 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 (hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a legal or equitable defense available to, or a legal or equitable discharge of, or set-off against the Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder, any Borrower Certificate Holder, any surety or any guarantors, 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 than a defense that the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not have been madetheretofore paid in full.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement and the NotesIndenture, 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 Agent or any Lender Holder with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty its Securities Guarantee are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Guarantor to enforce this Guarantyits Securities Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Securities Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have liability and obligations of such Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter acquire affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement, Indenture or the Securities with respect to the Company or any Note Guarantor 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 obligations of any Borrower under or in respect of this Agreement and the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise; (c) any taking, exchange, release the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or non-perfection of any collateral, or the Securities; (d) any taking, release or amendment or waiver of, of or consent to departure from, from any other guarantyguarantee, for all or any of the Guaranteed Indenture 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 changefailure, restructuring omission, delay by or termination inability on the part of the corporate structure Trustee or existence of the Holders to assert or exercise any Borrower right, power or any of its Subsidiariesremedy conferred on the Trustee or the Holders in this Indenture or the Securities; (f) any failure change in the corporate structure, or termination, dissolution, consolidation or merger of the Agent Company or any Lender to disclose to Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any information relating to Guarantor, the businessmarshaling of the assets and liabilities of the Company or any Guarantor, condition (financial the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or otherwise)readjustment of, operationsor other similar proceedings affecting the Company or any Guarantor, performance, properties or prospects any of the assets 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)them; (g) the failure assignment of any other Person to execute right, title or deliver this Guaranty interest of the Trustee or any other guaranty or agreement Holder in this Indenture or the release or reduction of liability of the Company or Securities to any other guarantor or surety with respect to the Guaranteed ObligationsPerson; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any a Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Securities Guarantee of each Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender or any other Person Trustee upon the insolvency, bankruptcy 94 95 or reorganization of any Borrower the Company or otherwise, all as though such payment had not been made. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of this Indenture for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article V of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Securities Guarantee.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and 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 the Agent or any Lender Noteholders with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Section 18 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower Company or whether any Borrower Company is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Section 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note 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 obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteNote Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Company or otherwise; (c) any taking, exchange, 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 structure or existence of any 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 ObligationsGuarantor; or (he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Noteholders that might otherwise constitute a defense available to, or a discharge of, any Borrower Guarantor, any Company 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 the Agent or any Lender Noteholders or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisePerson, all as though such payment had not been made.