Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty this Article 10 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantythis Article 10, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way way, including relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Guaranteed 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 its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Loan Party under the Guaranteed Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor’s Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor Each US Loan Party guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Purchase Documents, regardless of any law, law regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Agent or Purchasers with respect thereto. The Secured Obligations obligations of each Guarantor US Loan Party under or in respect of the Guaranty this Article 14 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor US Loan Party to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor US Loan Party under the Guaranty this Article 14 shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor US Loan Party 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 any Loan Purchase 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Purchase Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;Party; or (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party Agent or Purchasers that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty This Article 14 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 Party to Agent or Purchasers or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Canadian Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant Subject to applicable LawSection 7.10, each Guarantor Party guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor Party under or in respect of the Guaranty this Article 7 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Borrower Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce the Guarantythis Article 7, irrespective of whether any action is brought against the Parent Borrower or any other Loan Borrower Party or whether the Parent Borrower or any other Loan Borrower Party is joined in any such action or actions. The Subject to Section 7.10, the liability of each Guarantor Party under the Guaranty this Article 7 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor Party 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Secured Obligations of any other Loan Borrower Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Borrower Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of security interest in or Lien on 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Borrower Party under the Loan Documents or any other assets of any Borrower Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Borrower Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Borrower Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower Party now or hereafter known to such Secured Party (each Guarantor Party waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Borrower Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor Party’s Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor Party agrees as follows: (a) the obligation pursuant to this Article 7 is a guaranty of payment when due and not of collectability, and is a primary obligation of each Guarantor Party and not merely a contract of surety; (b) the Administrative Agent may enforce the Guaranteed Obligations upon the occurrence of an Event of Default notwithstanding the existence of any dispute between any Borrower Party and any Secured Party with respect to the existence of such Event of Default; (c) the obligations of each Guarantor Party hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor (including any other Guarantor Party) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor Party whether or not any action is brought against the Borrower or any of such other guarantors and whether or not the Borrower is joined in any such action or actions; (d) payment by any Guarantor Party of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor Party’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor Party’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor Party from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor Party, limit, affect, modify or abridge any other Guarantor Party’s liability hereunder in respect of the Guaranteed Obligations; (e) any Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor Party’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor Party) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent herewith or the applicable Hedge Agreement and any Security Document including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor Party against any other creditor or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents or any Hedge Agreements; and (f) this Article 7 and the obligations of Guarantor Parties hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor Party shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, 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 the Loan Documents or any Hedge Agreements, 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 or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Loan Documents any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Loan Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of any Borrower Party and any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which any Borrower Party may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor Party as an obligor in respect of the Guaranteed Obligations.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, any defenses it may now have or hereafter acquire have (other than those defenses expressly provided for in this Guaranty) in any way relating to, to any or all of the following: : (a) any lack of validity or enforceability of any Loan Document the Agreement or any agreement or instrument relating thereto; this Guaranty; (b) the entry into additional transactions, any change indulgences, concession, waiver or consent given to the Primary Obligor or any other changes in the amount of time, manner or place of payment of, or in any other term of, of any or all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; Obligations; (c) any taking, release exchange, release, non-perfection, realization or amendment application of or waiver of, or consent on any security (other than the requirement that the Counterparty use its reasonable best efforts to departure from, any other guaranty, for all or any of realize upon and apply the Collateral to the Guaranteed Obligations; Obligations as described in Paragraph 1 of this Guaranty); (d) any change, restructuring or termination in or of the corporate structure or existence of any Loan Party the Primary Obligor; or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or circumstances (f) to the fullest extent permitted by applicable Law, any other circumstance (including, including without limitation, limitation any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, Guarantor or the Primary Obligor. The Guarantor agrees that the Counterparty may at any Loan Party time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, (i) change the time, manner or place of payment or any other guarantor term of a Transaction, (ii) exchange, release, or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at surrender any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or collateral for any other Person upon the insolvencycollateral, bankruptcy (iii) enter into a written agreement with Primary Obligor or reorganization of the Parent Borrower or with any other Loan Party party to the Agreement or otherwiseperson liable thereunder, all as though such payment had not been madeor interested therein, for the extension, renewal, payment, compromise, modification, waiver, discharge or release thereof, in whole or in part, of, any Transaction without impairing or affecting this Guaranty.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees guaranties that the Guaranteed Guarantied Obligations guaranteed by it will be paid and performed strictly in accordance with the terms of the Loan Credit Agreement, the Notes and the other Financing Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Guarantied Parties with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any Guarantied Obligation of any other Credit Party under any Financing Document, by operation of law or otherwise; (b) any lack of validity or enforceability of any Loan Financing Document or any other agreement or instrument relating thereto; (bc) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Guarantied Obligations or any other Secured Obligations of any other Loan Party the Borrower under or in respect of the Loan Financing Documents, or any other amendment or waiver of or any consent to departure from any Loan Financing Document, including, without limitation, any increase in the Guaranteed Guarantied Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (cd) any taking, release exchange, release, impairment, invalidity or amendment nonperfection of any Collateral; (e) any manner of application of the Collateral or waiver ofproceeds thereof, to all or any of the Guarantied Obligations, or consent to departure from, any manner of sale or other guaranty, disposition of any Collateral for all or any of the Guaranteed Obligations; (d) Guarantied Obligations or any change, restructuring or termination other Obligations of the corporate structure Credit Parties under the Financing Documents, or existence any other property or assets of any Loan Party the Credit Parties or any of its their Subsidiaries; (ef) any failure by the failure Administrative Agent, the Collateral Agent or any other Guarantied Party to disclose to any Credit Party any information relating to the financial condition, operations, properties or prospects of any other Person to execute Credit Party now or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect hereafter known to the Guaranteed Obligations; or (f) to Administrative Agent, the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) Collateral Agent or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedsuch Guarantied Party, as the case may be; (g) any change in the corporate existence, if structure or ownership of any Credit Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Credit Party or its assets or any resulting release or discharge of any obligation of any other Credit Party contained in any Financing Document; (h) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any payment other Credit Party, the Administrative Agent, the Collateral Agent, any other Guarantied Party or any other Person, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (i) any invalidity or unenforceability relating to or against any other Credit Party for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Credit Party of the Guaranteed Obligations is rescinded principal of or must otherwise be returned interest on any Note or any other amount payable by it under any Financing Document; or (j) any other act or omission to act or delay of any kind by any Lender Credit Party, the Administrative Agent, the Collateral Agent, any other Guarantied Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or otherwise, all as though such payment had not been madeequitable discharge of or defense to the Guarantor’s obligations hereunder.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor Party guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor Party under or in respect of the Guaranty this Article 10 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce the Guarantythis Article 10, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor Party under the Guaranty this Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor Party 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor Party waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor Party’s Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Party with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than payment of the Obligations to the extent of such payment) it may now have or hereafter acquire in any way relating to, any or all of the following, to the maximum extent allowed under applicable law: (a) any lack of validity or enforceability of any Loan Document 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 Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Agent or any Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Lender (each Guarantor waiving any duty on the part of the Agent or Lenders to disclose such information); provided, that each Guarantor shall have any contractual defenses that the applicable Loan Party has under any Loan Document including payment in full of the Obligations; (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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, any Loan Party or any other guarantor or suretysurety other than payment in full of the Guaranteed Obligations; provided, that each Guarantor shall have any contractual defenses that the applicable Loan Party has under any Loan Document. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor Party guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor Party under or in respect of the Guaranty this Article 10 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce the Guarantythis Article 10, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor Party under the Guaranty this Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor Party 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Lawby law, each Guarantor absolutely, unconditionally and irrevocably guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan 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 any Lender Party Noteholder with respect thereto. The Secured To the extent permitted by law, the Guaranteed Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations obligations of any other Loan Note Party under or in respect of the Loan Note Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower Company or any other Loan Note Party or whether the Parent Borrower Company or any other Loan Note Party is joined in any such action or actions. The To the extent permitted by law, the liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan 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 Secured Obligations obligations of any other Loan Note Party under or in respect of the Loan Note Documents, or any other amendment or waiver of or any consent to departure from any Loan Note Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Note 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 change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Agents, the Lenders with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the Guaranty this Article are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article shall be irrevocable, absolute and unconditional irrespective of, and 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;Party; or (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party the Agents, the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty This 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 any Lender Party the Agents, the Lenders, or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each (a) Each Guarantor guarantees guaranties that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Guarantied Parties with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent amount of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documentsshall not be diminished by, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack Any amendment, modification, supplement, extension, renewal, restatement or waiver of validity or enforceability of any Loan Document all or any agreement part of the Credit Agreement, any of the other Loan Documents or any other document or instrument evidencing or relating thereto; (b) to any Guaranteed Obligations, including, without limitation, extensions or any other change in the of time, manner or place of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, and this Guaranty shall apply to the Credit Agreement and the other Loan Documents and the Guaranteed Obligations as so amended, modified, supplemented, renewed, rested or extended, increased or decreased; (ii) The taking, exchange, surrender and releasing of collateral, if any, or guarantees now or at any time held by or available to the Guarantied Parties for the obligations of the Borrower or any other party at any time liable on or in respect of the Guaranteed Obligations; any failure or delay by the Agent or any other Guarantied Party to protect, secure, insure, perfect or realize upon, or any negligence by the Agent or any other Guarantied Party with respect to, or any substitution or release, in whole or in part, of security, if any, for the Loan Documents or this Guaranty, hereunder or otherwise which may be held at any time by any of the Guarantied Parties or any of their respective successors or assigns; (iii) The exercise of, or refraining from the exercise of, except as required in this Guaranty, any rights, powers or remedies (A) against the Borrower, any Guarantor or any other Person or any assets of any of them of (B) under, or in respect of the Loan Documents or any security held by the Agent or the other Guarantied Parties, if any, with respect thereto; (iv) The settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations, any security therefor, or any liability of any other party with respect to the Guaranteed Obligations, or any subordination of the payment of the Guaranteed Obligations to the payment of any other liability of the Borrower or any other Guarantor; (v) Any bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, liquidation, or other like proceeding relating to any Guarantor, the Borrower, any affiliate of the Guarantors or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (vi) Any limitation of the Borrower’s liability under the Loan Documents or any limitation of the Borrower’s liability which may now or hereafter be imposed by any statute, regulation or rule of law, or any illegality, irregularity, invalidity or unenforceability, in whole or in part, of the Loan Documents or any term thereof; (vii) Any sale, lease or transfer of any or all of the assets of the Borrower to any other term ofPerson; (viii) Any invalidity, illegality, irregularity or unenforceability of all or any part of the Credit Agreement, the Loan Documents or the Guaranteed Obligations or any other Secured Obligations circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any other Loan Party under or the Borrower in respect of any of the Credit Agreement, the Loan DocumentsDocuments or the Guaranteed Obligations, or any Guarantor in respect of this Guaranty; (ix) Any furnishing to the Agent or any other amendment Guarantied Party of any security for the Guaranteed Obligations, or waiver any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Obligations; (x) Any election by the Agent and/or the other Guarantied Parties in any proceeding under chapter 11 of the Bankruptcy Code of the application of section 1111(b)(2) of the Bankruptcy Code; (xi) Any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under section 364 of the Bankruptcy Code or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from use of cash collateral by the extension Guarantied Parties under Section 363 of additional credit to any Loan Party or any of its Subsidiaries or otherwisethe Bankruptcy Code; (cxii) any takingThe disallowance, release or amendment or waiver ofunder section 502 of the Bankruptcy Code, or consent to departure from, any other guaranty, for of all or any portion of the claims of the Guarantied Parties for payment of any of the Guaranteed Obligations; (dxiii) any change, restructuring Any act or termination of failure to act by the corporate structure or existence of any Loan Party Borrower or any of its Subsidiariesother Person which may adversely affect any Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (exiv) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the failure Obligations; (xv) any application of sums paid by the Borrower, any Guarantor or any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orliabilities of the Borrower to the Agent and the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid; (fxvi) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (xvii) any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor Person against the Agent or surety. The Guaranty shall continue to be effective any other Guarantied Party; (xviii) any change in the corporate or be reinstatedpartnership existence, as the case may be, if at any time any payment of any structure or ownership of the Guaranteed Obligations is rescinded Borrower, any Guarantor or must otherwise be returned any other Person; (xix) any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Lender Party Guarantor or any other Person upon the insolvencyunder any Loan Document, bankruptcy or reorganization any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or (xx) Any other circumstance, whether or not any Guarantor shall have had notice or knowledge thereof. (b) Each Guarantor shall be liable for all (including but not limited to attorneys’ fees of the Parent Agent and the Guarantied Parties) fees and expenses which would have been payable by the Borrower pursuant to the terms of the Credit Agreement or any of the Loan Documents, whether arising before or after the commencement of any case with respect to the Borrower under the Bankruptcy Code or any similar statute, even if the Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Each Guarantor shall also be liable to the Agent and the other Loan Party or otherwiseGuarantied Parties for payment of all attorneys’ fees, all as though such payment had not been madedisbursements and other expenses incurred and to be incurred by the Agent and the other Guarantied Parties in connection with the enforcement of Agent’s and other Guarantied Parties’ rights under this Guaranty.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor Party guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor Party under or in respect of the Guaranty this Article 7 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Borrower Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce the Guarantythis Article 7, irrespective of whether any action is brought against the Parent Borrower or any other Loan Borrower Party or whether the Parent Borrower or any other Loan Borrower Party is joined in any such action or actions. The liability of each Guarantor Party under the Guaranty this Article 7 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor Party 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Secured Obligations of any other Loan Borrower Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Borrower Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of security interest in or Lien on 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Borrower Party under the Loan Documents or any other assets of any Borrower Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Borrower Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Borrower Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower Party now or hereafter known to such Secured Party (each Guarantor Party waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Borrower Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor Party’s Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsDocuments or any Secured Hedge Agreement or any Secured Cash Management 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 of, as applicable, any Lender Party or any Hedge Bank with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsDocuments or any Secured Hedge Agreement or any Secured Cash Management Agreement, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any Secured Hedge Agreement or any Secured Cash Management 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsDocuments or any Secured Hedge Agreement or any Secured Cash Management Agreement in accordance with their respective terms, or any other amendment or waiver of or any consent to departure from any Loan DocumentDocument or any Secured Hedge Agreement or any Secured Cash Management Agreement in accordance with their respective terms, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 guarantyguaranty in accordance with its terms, 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 Loan Party under the Loan Documents or under any Secured Hedge Agreement or under any Secured Cash Management Agreement or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (each Guarantor waiving any duty on the part of the Lender Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, except payment in full. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Secured Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Secured Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash 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 any Loan Secured 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 Secured Obligations of any other Loan Party under or in respect of the Loan Secured Documents, or any other amendment or waiver of or any consent to departure from any Loan Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Lead Borrower or any other Loan Party or whether the Parent Lead Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Lead Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, any Lender Party or any Hedge Bank with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent, any Lender or any Hedge Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent, such Lender or such Hedge Bank (each Guarantor waiving any duty on the part of the Administrative Agent, each Lender and each Hedge Bank to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent, any Lender Party or any Hedge Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender Party or any Hedge Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor Parent under the Guaranty this Article 10 shall be irrevocableabsolute, absolute unconditional, present and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or continuing until all of the followingParent Guaranteed Obligations have been indefeasibly paid in full or performed, as applicable, irrespective of: (a) any assignment or other transfer, in whole or in part, of Seller’s interests in and rights under this Agreement and/or the Ancillary Agreement, including, without limitation, Seller’s right to receive payment and require performance of the Parent Guaranteed Obligations; (b) any amendment, waiver, renewal, extension or release of or any consent to or departure from or other action or inaction related to this Agreement or the Ancillary Agreement, or any other agreement or instrument relating to the Parent Guaranteed Obligations; (c) any lack of validity or enforceability of any Loan Document or any agreement defect or instrument relating thereto; deficiency in this Agreement (bincluding this Article 10) 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 Secured Obligations of any other Loan Party under documents to which Seller, Parent or in respect of the Loan Documents, their respective Subsidiaries is or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligationsmay become a party; (d) any changemodification, restructuring extension or termination waiver of any of the corporate structure or existence terms of any Loan Party or any of its Subsidiariesthis Agreement (including this Article 10); (e) the failure except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by Seller to exercise, in whole or in part, any other Person to execute right or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety remedy held by Seller with respect to the Guaranteed Obligations; orthis Agreement (including this Article 10); (f) to insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the fullest extent permitted by applicable Lawbenefit of creditors, liquidation, winding up, dissolution or other similar proceeding of Seller, Parent, any of their respective Subsidiaries or any other guarantor of the Parent Guaranteed Obligations or other similar proceeding; and (g) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization Parent in respect of the Parent Borrower or any Guaranteed Obligations, other Loan Party or otherwise, all as though such than payment had not been madein full of the Parent Guaranteed Obligations.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or any Lender Party (each Guarantor waiving any duty on the part of the Administrative Agent and any Lender Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Guaranty Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any applicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Administrative Agent or existence of a Lender to assert any claim or demand or to enforce any right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Party or any of its SubsidiariesDocument; (e) Any failure by BLFC in the failure performance of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety obligation with respect to the Guaranteed Obligations; orCredit Agreement or any other Loan Document; (f) to Any change in the fullest extent permitted by applicable Lawcorporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any of the Guaranty Obligations; (g) Any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedthe Guarantor, 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 Party BLFC or any other Person upon the insolvency, bankruptcy (including any other guarantor) that is a party to any document or reorganization instrument executed in respect of the Parent Borrower Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Credit Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other Loan Party event, affecting any term of any Guaranty Obligations or otherwisethe Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment of all as though such payment had not been madeof the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor The undersigned guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsAgreement, the other Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Borrower with respect thereto. The Secured Obligations undersigned hereby knowingly accepts the full range of each Guarantor under risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which the undersigned may be liable hereunder after Xxxxxxxx’s financial condition or in respect ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Guaranty are independent Loan Agreement. The liability of the Guaranteed Obligations 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 Secured Obligations of any other Loan Party action or inaction under or in respect of the Loan Documents, and a separate action Agreement or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower other Loan Documents or any other Loan Party instruments or whether agreements relating to the Parent Borrower Obligations or any other Loan Party is joined in assignment or transfer of any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: thereof; (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (c) any furnishing of any additional security to Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Agent or its assignees; (d) any limitation on any party’s liability or obligation under Loan Agreement or the other Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or instrument relating thereto; any term thereof; (be) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing; (f) any exchange, release or any other Secured Obligations nonperfection of any other Loan Party under or in respect of the Loan Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or or (fg) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of Borrower to Lenders under the Loan Agreement. Obligations include post-petition interest whether or surety. The Guaranty shall continue to be effective not allowed or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeallowable.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Agent or the Lenders with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty this Article XI are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantysuch Obligations, irrespective of whether any action is brought against the Parent Borrower any Loan Party or any other Person or whether any Loan Party or whether the Parent Borrower or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article XI shall be irrevocable, absolute and unconditional irrespective of, and 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 Any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any 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, of or consent to departure from, from any other guarantyGuaranty, for all or any of the Guaranteed Obligations; (d) any Any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;Party; or (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any Any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party the Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor Guarantor or surety. The Guaranty This 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 any Lender Party the Agent, the Lenders or any other Person person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party the Parent or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms The Guarantee made under this Article V is a Guarantee of the Loan Documents, regardless payment and not of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect theretocollection. The Secured Guarantor’s Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor CSI hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating toexpressly waives, to the extent permitted by law, any or all of the followingdefense to its obligations under this Guarantee by reason of: (a) any lack of legality, validity or enforceability of this Agreement, of any of the Notes, of any other Loan Document Document, or of any other agreement or instrument creating, providing security for, or otherwise relating theretoto any of the Guarantor’s Obligations or any other guaranty of any of Borrower’s Obligations (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); (b) any change in the time, manner or place of payment of, or in any other term of, all or action taken under any of the Guaranteed Obligations or Related Agreements, any other Secured Obligations exercise of any other Loan Party under right or in respect of the Loan Documentspower therein conferred, any failure or omission to enforce any right conferred thereby, or any other amendment or waiver of any covenant or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisecondition therein provided; (c) any taking, release acceleration of the maturity of any of Borrower’s Obligations or amendment or waiver of, or consent to departure from, of any other guaranty, for all obligations or liabilities of any Person under any of the Guaranteed ObligationsRelated Agreements; (d) any changerelease, restructuring exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or termination impairment of any security for any of Borrower’s Obligations or for any other obligations or liabilities of any Person under any of the corporate structure or existence of any Loan Party or any of its SubsidiariesRelated Agreements; (e) the failure any dissolution of any other Person to execute or deliver any Guaranty Supplement Borrower or any other guaranty or agreement party to a Related Agreement, or the release combination or reduction consolidation of liability Borrower or any other party to a Related Agreement into or with another entity or any transfer or disposition of any Guarantor assets of Borrower or any other guarantor or surety with respect party to the Guaranteed Obligations; ora Related Agreement; (f) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, this Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part; (g) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of Borrower’s Obligations (including without limitation obligations arising under any other Guarantee now or hereafter in effect); (h) any waiver of, forbearance or indulgence under, or other consent to the fullest extent permitted by applicable Lawany change in or departure from any term or provision contained in this Agreement, any other circumstance (including, without limitation, any statute of limitations) Loan Document or any existence other Related Agreement, including without limitation any term pertaining to the payment or performance of any of Borrower’s Obligations or reliance on any representation by of the obligations or liabilities of any Lender Party that party to any other Related Agreement; (i) any other circumstance whatsoever (with or without notice to or knowledge of CSI) which may or might in any manner or to any extent vary the risks of CSI, or might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety or a guarantor, including without limitation any Loan Party right to require or any other guarantor or surety. The Guaranty shall continue claim that resort be had 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 Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwiseto any collateral in respect of the Borrower’s Obligations or Guarantor’s Obligations, other than actual repayment in full of the Borrower’s Obligations or the Guarantor’s Obligations. It is the express purpose and intent of the parties hereto that the Guarantee made under this Article V shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as though such payment had not been madeherein provided.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees agrees that its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations guaranteed by it and not of collection, which will be paid strictly in accordance with the terms of the Loan Secured Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the this Holdings Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Secured Documents, and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce the this Holdings Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Holdings Guaranty shall be joint and several, irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made), the expiration or termination of the Aggregate Commitments, or the release of this Holdings Guaranty in accordance with any relevant release provisions in the Secured Documents) 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 enforceability, at any time, of any Loan Secured Document (including this Holdings Guaranty) or any agreement or instrument relating thereto; (b) ii. any change in the timetime (including by acceleration or otherwise), manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of Obligationsof any other Loan Party under or in respect of the Loan Secured Documents, or any other amendment or waiver of or any consent to departure from any Loan Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) iii. any taking, exchange, impairment, 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) iv. 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 Collateralor any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries; v. any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; vi. any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (e) financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party; vii. the failure of any other Person to execute or deliver any this Holdings Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Subsidiary Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; viii. any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Holdings Guaranty; ix. any payment made to any secured creditor on the Indebtedness which any Secured Party repays the Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedings; x. any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or any lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected; or (f) to the fullest extent permitted by applicable Law, xi. any other circumstance (including, without limitation, any statute of limitations) ), any act or omission, or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The This Holdings Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt, this paragraph shall survive the termination of this Holdings Guaranty.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed European Obligations or Guaranteed US Obligations, as applicable, guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent either Borrower or any other Loan Party or whether the Parent either Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (each Guarantor waiving any duty on the part of the Lender Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent either Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the Swing Line Lender, any Lender Party and/or any L/C Issuer with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty this Article XI are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantythis Article XI, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article XI shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way way, including relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Guaranteed 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 its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, including, without limitation, including any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; ; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; [reserved]; (d) [reserved]; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; ; (ef) any failure of the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Administrative Agent, Swing Line Lender, Lender or L/C Issuer (each Guarantor waiving any duty on the part of the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty this Article 10 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantythis Article 10, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way way, including relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Guaranteed 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 its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, or any other amendment or waiver of or any consent to departure from any Loan XXXX:\98106221\28\78831.0005 Guaranteed Document, including, without limitation, including any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Loan Party under the Guaranteed Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor’s Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Debt Documents, except to the extent modified by the Restructure Documents, regardless of any law, rule, regulation or order by any governmental authority ("GOVERNMENTAL RULE") now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Lender Party of the Secured Creditors with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Company from liability under any Debt Document; (b) any change in the time, manner or place of payment or other performance of, or in any other term of, any or all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, Obligations; or any other amendment or waiver of of, or any consent to departure from any Loan Debt Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisethe Company; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any exercise or nonexercise by the Collateral Agent or any Secured Creditor of any right or privilege under this Guaranty or any of the other Debt Documents; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Company or any other guarantor of the Guaranteed Obligations; or any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not the Guarantor has had notice or knowledge of any of the foregoing; (f) any assignment or other transfer, in whole or in part, of this Guaranty or any Debt Document; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Guaranteed Obligations; (i) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations; or any manner of sale or other disposition of any collateral or any other assets of the Company; (j) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsCompany; or (fk) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Company or any other guarantor or suretya guarantor. The 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 Collateral Agent, any Lender Party Secured Creditor or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party Company, the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowers, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement other Loan Document, any Borrower Accession Agreement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Guaranty Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any applicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Administrative Agent or existence of a Lender to assert any claim or demand or to enforce any right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Party or any of its SubsidiariesDocument; (e) Any failure by BLFC in the failure performance of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety obligation with respect to the Guaranteed Obligations; orCredit Agreement or any other Loan Document; (f) to Any change in the fullest extent permitted by applicable Lawcorporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any of the Guaranty Obligations; (g) Any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedthe Guarantor, 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 Party BLFC or any other Person upon the insolvency, bankruptcy (including any other guarantor) that is a party to any document or reorganization instrument executed in respect of the Parent Borrower Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Credit Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other Loan Party event, affecting any term of any Guaranty Obligations or otherwisethe Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment of all as though such payment had not been madeof the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the ----------------- Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsAgreement, 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 the Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any the Loan Document Agreement or any other agreement or instrument relating theretothereto (whether executed by the Borrower, the Guarantor or any other party) or avoidance or subordination of any of the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any the Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Agreement or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto (whether executed by the Borrower, the Guarantor or any other party); (c) the absence of any takingattempt to collect the Guaranteed Obligations from the Borrower or any other action to enforce the same or the election of any remedy by the Lender; (d) the bankruptcy, release insolvency, winding-up, or amendment or waiver reorganization of, or consent to departure fromsimilar proceeding involving, the Borrower or the Guarantor; (e) the disallowance under the relevant provisions of any other guaranty, for applicable law of all or any portion of the claims of the Lender for payment or performance of the Guaranteed Obligations; (df) the waiver, consent, extension, forbearance or granting of any change, restructuring or termination indulgence by the Lender with respect to any provision of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement Agreement or any other guaranty or agreement or instrument relating thereto (whether executed by the release or reduction of liability of any Borrower, the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligationsparty); or (fg) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a legal or equitable discharge or defense available toof the Borrower, or a discharge of, any Loan Party the Guarantor or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any (other than indefeasible payment of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by and in respect of any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization applicable statute of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madelimitations).

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan 88 26203076.0000000000.8 ​ ​ 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 other Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; ; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; ; (ef) any failure of the Administrative Agent or any other Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender to disclose such information); (g)the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or or (fh) to the fullest extent permitted by applicable Law, 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 other Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.89 26203076.0000000000.8 ​ ​

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Agent or the Lenders with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the Guaranty this Article XI are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article XI shall be irrevocable, absolute and unconditional irrespective of, and 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;Party; or (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty This 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 any Lender Party the Agent, the Lenders or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the Swing Line Lender, any Lender Party and/or any L/C Issuer with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty this Article XI are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantythis Article XI, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article XI shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way way, including relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Guaranteed 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 its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, including, without limitation, including any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; ; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations[reserved]; (d) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Administrative Agent or any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor The Company guarantees that the ----------------- Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentshereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Bank with respect thereto. The Secured liability of the Company under this guaranty with regard to the Guaranteed Obligations of each Guarantor under Samsonite Europe shall be absolute and unconditional irrespective of: (a) Samsonite Europe's lack of authorization, execution, validity or in respect enforceability of this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by the Company that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Guaranty are independent Obligations of Samsonite Europe) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent's or any Lender's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any other Secured power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any other Loan Party under Agent or in respect any Lender's right to enforce against Samsonite Europe of the Loan DocumentsGuaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any 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 Secured Obligations of any other Loan Party under or in respect of the Loan Documents, Samsonite Europe or any other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any Loan Document, including, without limitation, other agreement or instrument governing or evidencing any increase in of the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseObligations; (c) any takingexchange, release or non-perfection of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed ObligationsObligations of Samsonite Europe; (d) any change, restructuring or termination change in ownership of the corporate structure or existence of any Loan Party or any of its SubsidiariesSamsonite Europe; (e) the failure any acceptance of any partial payment(s) from Samsonite Europe; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Samsonite Europe's assets; (g) any assignment, participation or other Person transfer or reallocation, in whole or in part (whether or not subject to execute a conversion of a loan of one Type into a loan of another Type or deliver a conversion from one currency to another), of any Guaranty Supplement Agent's or any Lender's interest in and rights under this Credit Agreement or any other Loan Document, or of any Agent or any Lender's interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or agreement any debt instrument evidencing the Obligations or the release Guaranteed Obligations; (i) any Agent's or reduction of liability of any Guarantor Lender's vote, claim, distribution, election, acceptance, action or other guarantor inaction in any bankruptcy or surety with respect reorganization case related to the Obligations or the Guaranteed Obligations; or (fj) to the fullest extent permitted by applicable Law, any other circumstance (includingaction or circumstance, without limitationother than payment, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party Samsonite Europe or any the Guarantor in respect of its Guaranteed Obligations (other guarantor or suretythan the defense of payment in full in cash). The Guaranty 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 any Lender Party Agent or any other Person Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party Samsonite Europe or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, any Lender Party or any Hedge Bank with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent, any Lender or any Hedge Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent, such Lender or such Hedge Bank (each Guarantor waiving any duty on the part of the Administrative Agent, each Lender and each Hedge Bank to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or Annex A - 81 reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent, any Lender Party or any Hedge Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender Party or any Hedge Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower, any other Loan Party or any of its their Subsidiaries or otherwise; (c) 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 assets of any Loan Party or any of its Subsidiaries, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any assets of any Loan Party or any of its Subsidiaries for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.​

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Guarantor Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsNote and/or any other Ancillary Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Borrower with respect thereto. The Secured Obligations Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Inmark to induce the Guarantor to enter into this Guaranty and (ii) any extension of each credit to the Borrower shall be governed solely by the provisions of the Note and the other Ancillary Agreements. Subject to the limitations set forth in Section 1 hereof, the liability of the Guarantor 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 the Guaranty are independent of the Guaranteed Obligations Note or any other Secured Obligations Ancillary Agreement or any assignment or transfer of any other Loan Party under or in respect of the Loan Documentsthereof, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document the Note or any agreement other Ancillary Agreement relating to the Guarantor Obligations or instrument relating thereto; any assignment or transfer of any thereof, (bc) any change furnishing of any additional security to Inmark or its assignees or any acceptance thereof or any release of any security by Inmark or its assignees, (d) any limitation on any party's liability or obligation under the Note and the other Ancillary Agreements relating to the Guarantor Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in the timewhole or in part, manner of any such Ancillary Agreement or place of payment ofany term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the Guarantor shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Secured Obligations nonperfection of any other Loan Party under or in respect of the Loan Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Guarantor Obligations; , or (dg) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, the Guarantor. If Inmark is unable to enforce its rights with respect to the Guarantor Collateral following the occurrence of an Event of Default or Loan Event of Default as a result of any Loan Party legal proceeding (including, without limitation, a bankruptcy proceeding) involving Inmark, the Borrower, the Guarantor or any other guarantor guarantor, any amounts due from the Guarantor to Inmark shall bear interest until such amounts are paid in full at the Default Rate. Guarantor Obligations include post-petition interest whether or surety. The Guaranty shall continue to be effective not allowed or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeallowable.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender Party (each Guarantor waiving any duty on the part of the Administrative Agent and each Lender Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement other Loan Document, or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The . (i) 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 Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Lawby law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The Secured To the extent permitted by law, the Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The To the extent permitted by law, the liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:: Alliance Resource Subsidiary Guaranty (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement, or any other rescission, amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any defense arising by reason of any taking, release exchange, substitution, release, impairment or non- perfection of any Collateral or any other collateral, or any taking, release, impairment, 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 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 Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and the other Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 other Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.. Alliance Resource Subsidiary Guaranty

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be performed and paid strictly in accordance with the terms of the Loan Documentsany agreement or instrument executed in connection therewith, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Charterer with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, of and each Guarantor hereby irrevocably waives any defenses it may now have shall not be discharged or hereafter acquire in any way relating toaffected, reduced or extinguished by any circumstance or all of event (whether or not known to the followingGuarantor) including without limitation: (a) any lack of validity or enforceability of any Loan Document or defect or deficiency in any agreement or instrument relating theretoexecuted in connection with the Guaranteed Obligations; (b) any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or extension or termination of or any consent to departure from any Loan Document, including, without limitation, any increase agreement or instrument executed in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseconnection therewith; (c) any takingsale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any 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 change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or otherwise limit recourse to Lessor or any other guarantor individual, partnership, joint venture, corporation, association, trust or suretyother enterprise ("Person") that is a party to any agreement or instrument (including any guarantor) in respect of the Guaranteed Obligations; (e) the winding up, liquidation, bankruptcy or similar proceeding by or against the Lessor; or (f) any change in the name or the ownership of Lessor. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any performance or payment of any of the Guaranteed Obligations is canceled, suspended, rescinded or must otherwise be returned by any Lender Party Charterer upon the receivership, insolvency, bankruptcy, liquidation, dissolution or reorganization of Lessor, or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party guarantor or otherwise, all as though such payment had not been made. The obligations of the Guarantor under this Guaranty shall not be affected by any performance or payment by Lessor (other than the full and final performance and payment of all of the Guaranteed Obligations), allocation by Charterer of any repayment, any compromise or discharge of the Guaranteed Obligations, any application, release or substitution of collateral or other security therefor, release of any guarantor, surety or other person obligated in connection with any agreement or instrument, or any advances to Lessor, or for any other reason.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, any Lender Party or any Hedge Bank with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:: AMERICAS/2023134647.11 96 (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent, any Lender Party or any Hedge Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent, such Lender Party or such Hedge Bank (each Guarantor waiving any duty on the part of the Administrative Agent, each Lender Party and each Hedge Bank to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent, any Lender Party or any Hedge Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender Party or any Hedge Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant Each Subsidiary Guarantor, jointly and severally guarantees that, subject to applicable LawSection 9.08, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentsthis Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Banks and the Agent with respect thereto. The Secured Obligations respective obligations of each Guarantor under or in respect of the Subsidiary Guarantora under the Subsidiary Guaranty are independent of the Guaranteed Obligations Revolving Credit Loan/Term Loan Obligations. The obligations of each Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any other Secured Obligations extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of any other Loan Party under any Financing Document, by operation of law or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:otherwise; (aii) any lack of validity or enforceability of any Loan Financing Document or any other agreement or instrument relating thereto; (biii) 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 Secured Obligations of any other Loan Party under or in respect obligations of the Loan Borrower under the Financing Documents, or any other amendment or waiver of or any consent to departure from any Loan Financing Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (civ) any taking, release exchange, release, impairment, invalidity or amendment nonperfection of any Collateral; (v) any manner of application of the Collateral or waiver ofproceeds thereof, to all or any of the Guaranteed Obligations, or consent to departure from, any manner of sale or other guaranty, disposition of any Collateral for all or any of the Guaranteed Obligations; (d) Obligations or any change, restructuring or termination other Obligations of the corporate structure Loan Parties under the Financing Documents, or existence any other property or assets of any the Loan Party Parties or any of its their Subsidiaries; (evi) any failure by the failure Agent, the Collateral Agent or any other Lender Party to disclose to any Loan Party any information relating to the financial condition, operations, properties or prospects of any other Person to execute Loan Party now or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect hereafter known to the Guaranteed Obligations; or (f) to Agent, the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) Collateral Agent or any existence of or reliance on any representation by any such Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedParty, as the case may bebe (such Subsidiary Guarantor waiving any duty on the part of the Agent, if the Collateral Agent or the Lender Parties to disclose such information); (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any obligation of any other Loan Party contained in any Financing Document; (viii) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against any payment other Loan Party, the Agent, the Collateral Agent, any Bank Party or any other Person, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ix) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the Guaranteed Obligations is rescinded principal of or must otherwise be returned interest on any Note or any other amount payable by it under any Financing Document; or (x) any other act or omission to act or delay of any kind by any Lender Obligor, the Agent, the Collateral Agent, any Bank Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or otherwise, all as though such payment had not been madeequitable discharge of or defense to a Subsidiary Guarantor’s obligations hereunder.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor Party guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor Party under or in respect of the Guaranty this Article 10 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce the Guarantythis Article 10, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor Party under the Guaranty this Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor Party 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor Party waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor Party's Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent a Borrower or any other Loan Party or whether the Parent a Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowers, any other Loan Party or any of its their Subsidiaries or otherwise; (c) 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 assets of any Loan Party or any of its Subsidiaries, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any assets of any Loan Party or any of its Subsidiaries for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent a Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor (a) Each US Borrower guarantees that the US Borrower Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or . Each Canadian Borrower guarantees that the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Canadian Borrower Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or will be paid strictly in respect accordance with the terms of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor Borrower under the Guaranty its guaranty in this Article XII shall be irrevocable, absolute and unconditional irrespective ofin accordance with their terms and shall remain in full force and effect without regard to, and each Guarantor hereby irrevocably waives any defenses it may now have shall not be released, suspended, discharged, terminated or hereafter acquire in any way relating tootherwise affected by, any circumstance or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Documentoccurrence whatsoever, including, without limitation, the following (whether or not any increase in Borrower consents thereto or has notice thereof): (i) the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Obligations of its Subsidiaries the primary obligor under this Agreement, any other Loan Document or otherwiseany other agreement, document or instrument to which such primary obligor is or may become a party; (cii) the absence of any takingaction to enforce this Agreement (including this Article XII), release any other Loan Document or amendment the waiver or waiver consent by any guaranteed party with respect to any of the provisions thereof; (iii) the existence, value or condition of, or consent failure to departure fromperfect its Lien against, any other guaranty, security for all the Obligations or any action, or the absence of any action, by any Lender in respect thereof (including the Guaranteed Obligationsrelease of any such security); (div) the insolvency of the primary obligor; or (v) any change, restructuring other action or termination circumstances which might otherwise constitute a legal or equitable discharge or defense of the corporate structure a surety or existence of any Loan Party or any of its Subsidiaries;guarantor. (eb) Each US Borrower shall be regarded, and shall be in the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety same position, as principal debtor with respect to the US Borrower Guaranteed Obligations; or (f) . Each Canadian Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Canadian Borrower Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms Each of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or Parent Guarantors agrees ----------------- that its Obligations under the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty Credit Documents are independent of the Guaranteed Obligations of the Borrowers and any other guarantor of all or any other Secured Obligations of any other Loan Party under or in respect part of the Loan DocumentsObligations guaranteed by such Parent Guarantor, and a separate action or actions may be brought and prosecuted against each such Parent Guarantor to enforce the Guaranty, irrespective of whether or not any action is brought against the Parent any Borrower or any of such other Loan Party guarantors and whether or whether the Parent not any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Parent Guarantor under the Guaranty Credit Documents shall be irrevocable, absolute and unconditional unconditional, and shall not be affected or released in any way, irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity the validity, enforceability, avoidance, novation or enforceability subordination of any Loan Document of the Obligations or any agreement or instrument relating theretoof the Credit Documents; (b) the absence of any change in the timeattempt by, manner or place of payment on behalf of, any Holder to collect, or in to take any other term ofaction to enforce, all or any part of the Guaranteed Obligations whether from or against any Borrower, any other guarantor of the Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisePerson; (c) the election of any takingremedy by, release or amendment or waiver on behalf of, or consent any Holder with respect to departure from, any other guaranty, for all or any part of the Guaranteed Obligations; (d) the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, any Holder with respect to any provision of any of the Credit Documents; (e) the failure of the Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; 107 (f) the election by, or on behalf of, any Holder in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (g) any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (h) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any Holder for repayment of all or any part of the Obligations or any expenses described in Section 10.1; ------------ (i) any refusal of payment by any Holder, in whole or in part, from any obligor or guarantor in connection with any of the Obligations, whether or not with notice to, or further asset by, or any reservation of rights against, the Parent Guarantors; (j) any change, restructuring or termination of the corporate structure or existence of any Loan Party Credit Party, or any of its Subsidiaries; (e) modification, compounding, compromise, settlement or release by the failure of Agent, any Lender, the Issuing Bank or any other Person to execute (or deliver any Guaranty Supplement by operation of law or any otherwise), collection or other guaranty or agreement liquidation of the Obligations or the release or reduction of liability of any Guarantor Credit Party, or other guarantor of the Collateral, in whole or surety with respect to the Guaranteed Obligationsin part; or (fk) to the fullest extent permitted by applicable Law, any other circumstance (includingother than payment in cash of the Obligations of, without limitationand guaranteed by, any statute of limitationssuch Parent Guarantor) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge ofof any Borrower, any Loan Party Parent Guarantor or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable LawEach Guarantor, each Guarantor jointly and severally, guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Agent, Lenders or Issuing Bank with respect thereto. Guarantors agree that this Article X constitutes a guaranty of payment when due and not of collection and waive any right to require that any resort be made by Agent or any Lender to any Collateral. The Secured Obligations joint and several obligations of each Guarantor under or in respect of the Guaranty this Article X are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The joint and several liability of each Guarantor under the Guaranty this Article X shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the full extent permitted by law, 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or Party, the release of any Guarantor without the express consent of its Subsidiaries the other Guarantors 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 change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its SubsidiariesParty; (e) the failure existence of any claim, set-off, defense or other Person to execute or deliver right that Guarantors may have at any Guaranty Supplement time against any Person, including, without limitation, Agent, or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsLender; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party Agent, Lenders or Issuing Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty This Article X 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 Party Agent, Lenders, Issuing Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable LawThis Guaranty is a guarantee of payment and not of collection, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms is a primary obligation of the Loan DocumentsParent and not merely one of surety, regardless and the validity and enforceability of any lawthis Guaranty shall be absolute and unconditional irrespective of, regulation and shall not be impaired or order now or hereafter in effect in any jurisdiction affecting affected by, any of such terms the following: (a) any extension, modification or the rights of any Lender Party renewal of, or indulgence with respect thereto. The Secured Obligations of each Guarantor under to, or in respect of substitution for, the Guaranty are independent of the Guaranteed Obligations or any other Secured part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other Loan Party under Guaranty with respect to the Obligations or in any part thereof, or any other obligation of any Person with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Loan DocumentsObligations or any part thereof or the genuineness, and a separate action enforceability or actions may be brought and prosecuted against each Guarantor validity of any agreement relating thereto or with respect to enforce any collateral; (f) the Guarantyapplication of payments received from any source to the payment of obligations other than the Obligations, irrespective any part thereof or amounts which are not covered by this Article XII even though the Administrative Agent or any other Lender Party might lawfully have elected to apply such payments to any part or all of whether the Obligations or to amounts which are not covered by this Article XII; (g) any action is brought against change in the Parent ownership of the Borrower or any other Loan Party or whether the Parent insolvency, bankruptcy or any other change in the legal status of the Borrower or any other Loan Party; (h) change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (i) the failure of the Borrower or any other Loan Party is joined to maintain in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocablefull force, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Article XII, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Article XII; (j) the existence of any Loan Document claim, defense, deduction, recoupment, setoff or other rights which the Parent may have at any agreement or instrument relating thereto; (b) any change in time against the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure fromBorrower, 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor (including all defenses based on suretyship or suretyimpairment of collateral); all whether or not the Parent shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this Section. The It is agreed that the Parent’s liability hereunder is several and independent of any other Guaranty shall continue to be effective or be reinstated, as the case may be, if other obligations not arising under this Article XII at any time in effect with respect to the Obligations or any payment part thereof and that the Parent’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any of the Guaranteed Obligations is rescinded such other Guaranty or must otherwise be returned by any Lender Party other obligations not arising under this Article XII or any other Person upon provision of any applicable Law purporting to prohibit payment by the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party of the Obligations in the manner agreed upon by the Borrower and the other Loan Parties and the Administrative Agent or otherwiseany other Lender Party. This Guaranty is continuing, and shall remain in effect until all Obligations have been paid in full. The Parent hereby waives any right to revoke this Guaranty as though such payment had not been madeto any future transaction giving rise to any Obligation.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender to disclose such information); ​ ​ (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, any Lender Party or any Hedge Bank with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 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 95 (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent, any Lender Party or any Hedge Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent, such Lender Party or such Hedge Bank (each Guarantor waiving any duty on the part of the Administrative Agent, each Lender Party and each Hedge Bank to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent, any Lender Party or any Hedge Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender Party or any Hedge Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor severally and jointly with all other Guarantors guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms and provisions of the Credit Agreement and the other Loan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or provisions or the rights or remedies of Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the Guaranty this Section 2 are independent of the its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each any Guarantor or all Guarantors to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower Borrower, any other Guarantor or any other Loan Party guarantor or surety of or for all or any part of the Guaranteed Obligations, or whether the Parent Borrower Borrower, any other Guarantor or any such other Loan Party guarantor or surety is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Section 2 shall be irrevocable, absolute and unconditional irrespective of, and and, to the extent permitted by Law, each Guarantor hereby irrevocably waives any waives, all defenses it such Guarantor may now have or hereafter acquire have in any way relating to, to any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Credit Agreement or any agreement other Loan Document, or any agreement, document or instrument relating thereto; (b) any Insolvency Proceeding with respect to any Credit Party; (c) any change in the time, manner or place of payment of, or in any other term ofor provision of or relating to, all or any part of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from from, the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension making of additional loans or other credit accommodations to any Loan Party or for the account of Borrower or any of its Subsidiaries other Credit Party or otherwise; (cd) any taking, exchange or release of, or amendment non-perfection of any Lien on, any property or assets of Borrower or any other Credit Party, or any amendment, modification or waiver of, or consent to any departure from, any other guaranty, for guaranty or surety of all or any part of the Guaranteed Obligations; (de) any change, restructuring or termination of the corporate corporate, limited liability company, partnership or other organizational structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsCredit Party; or (f) to the fullest extent permitted by applicable Lawexcept for Payment in Full, any other circumstance (including, without limitation, the applicability of any statute of limitations) ), or any the existence of or reliance on any representation or warranty made to any Credit Party or other Person by any Lender Party Secured Party, in each case that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Loan Credit Party or any other guarantor or surety. The Guaranty shall continue to be effective surety of or be reinstated, as the case may be, if at for all or any time any payment of any part of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, any Lender Party or any Hedge Bank with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;78 (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 proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent, any Lender or any Hedge Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent, such Lender or such Hedge Bank (each Guarantor waiving any duty on the part of the Administrative Agent, each Lender and each Hedge Bank to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent, any Lender Party or any Hedge Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender Party or any Hedge Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Subsidiary Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender Party with respect thereto. The Secured Obligations of each Subsidiary Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Subsidiary Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Subsidiary Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary 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 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 Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender Party (each Subsidiary Guarantor waiving any duty on the part of the Administrative Agent and each other Lender Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Subsidiary Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor Paxar guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender Party with respect thereto. The Secured Obligations of each Guarantor Paxar under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Paxar to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor Paxar under the this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and each Guarantor Paxar 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 any Loan Document 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 Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, Document (including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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, of or consent to departure from, from any other guaranty, guarantee for all or any of the Guaranteed Obligations; (div) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries; (ev) any failure of the failure Administrative Agent or any Lender Party to disclose to any Loan Party any information relating to the financial condition, operations, properties or prospects of any other Person to execute Loan Party now or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect hereafter known to the Guaranteed ObligationsAdministrative Agent or such Lender Party, as the case may be; or (fvi) to the fullest extent permitted by applicable Law, 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 Lender Party Party) that might otherwise constitute a defense available to, or a discharge of, Paxar, any other Loan Party or any other guarantor or surety. The 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 Party or by any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To This Guaranty shall in all respects be an absolute, unconditional and irrevocable guaranty of payment of the fullest extent permitted pursuant to applicable Law, Guaranteed Obligations and each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsDocuments under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender the Guaranteed Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall remain in full force and effect without regard to, and shall not be irrevocablereleased, absolute and unconditional irrespective suspended, discharged, terminated, modified or otherwise affected by any circumstance or occurrence whatsoever, including without limitation any of the following (whether or not any Guarantor consents thereto or has notice thereof): (i) any change in or waiver of the time, place or manner of payment, or any other term, of any of the Guaranteed Obligations or Loan Documents, any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement to or deletion from, or any other action or inaction under or in respect of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: Guaranteed Obligations or Loan Documents or any other document, instrument or agreement referred to therein or any assignment or transfer of any of the Guaranteed Obligations or Loan Documents; (aii) any lack of validity validity, legality or enforceability of any of the Guaranteed Obligations or Loan Document Documents or any other document, instrument, or agreement referred to therein or instrument relating thereto; of any assignment or transfer of any of the foregoing; (biii) any change in furnishing to the time, manner or place Guaranteed Party of payment of, or in any other term of, all or additional collateral for any of the Guaranteed Obligations or any other Secured sale, exchange, release or surrender of, or realization on, any collateral for any of the Guaranteed Obligations; (iv) any settlement, release or compromise of any of the Guaranteed Obligations or Loan Documents, any collateral therefor, or any liability of any other Loan Party under or in party (including without limitation any other guarantor) with respect to any of the Guaranteed Obligations or Loan Documents, or any other amendment or waiver subordination of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or to the payment of any other Person upon indebtedness, liability or obligation of the Borrower; (v) any bankruptcy, insolvency, bankruptcy reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or reorganization of -3- other like proceeding or occurrence relating to the Parent Borrower or any other change in the ownership, composition or nature of the Borrower; (vi) any non-perfection, subordination, release, avoidability or voidability of any security interest, security title, pledge, collateral assignment or other lien of the Guaranteed Party on any collateral for any of the Guaranteed Obligations or this Guaranty; (vii) any application of sums paid by the Borrower or any other person with respect to any of the Guaranteed Obligations, except to the extent actually applied against the Guaranteed Obligations, regardless of what other liabilities of the Borrower remain unpaid; (viii) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other person (including any other guarantor of any of the Guaranteed Obligations) under the provisions of any of the Loan Party Documents or otherwise, all as though such payment had not been madeor any failure of the Guaranteed Party to exercise any right or remedy against any other guarantor of or any collateral for any of the Guaranteed Obligations; (ix) any other act or failure to act by the Guaranteed Party which may adversely affect any Guarantor; or (x) any other circumstance which might otherwise constitute a defense against, or a legal or equitable discharge of, any Guarantor's liability under this Guaranty.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Credit Agreement, the Notes and all other Loan DocumentsDocuments (subject to any applicable grace period or opportunity to cure), regardless of any law, regulation or order now or hereafter in 2 effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Banks with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or defect or deficiency in the Credit Agreement, the Notes, the Letters of Credit or any agreement or instrument relating theretoof the other Loan Documents; (b) any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Credit Agreement, includingthe Notes, without limitation, any increase in the Guaranteed Obligations resulting from the extension Letters of additional credit to any Loan Party Credit or any of its Subsidiaries or otherwisethe other Loan Documents; (c) any takingsale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any set-off against any of said liabilities, or any 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 changechange in the existence, restructuring structure or termination ownership of the corporate structure or existence of any Loan Party Guarantor or any of its Subsidiariesother Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting such Company or such Company's assets; (e) the failure existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Company, the holder or holders of the Notes, the issuers of the Letters of Credit or any other Person, whether or not arising in connection with this Guaranty, the Credit Agreement, the Notes, the Letters of Credit or any other Loan Document; provided that nothing contained herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) failure, omission, delay, neglect, refusal or lack of diligence by any Bank or the Agent or any other Person to execute or deliver any Guaranty Supplement assert, enforce, give notice of intent to exercise, or any other guaranty notice with respect to, or agreement exercise any right, privilege, power or remedy conferred on any Bank or the release Agent or reduction any other Person in any of liability the Loan Documents or by law or action on the part of any Guarantor Bank or the Agent or any other guarantor Person granting indulgence, grace, adjustment, forbearance or surety with respect extension of any kind to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable LawGuarantor, any other circumstance Company or any other Person; (includingg) release, without limitationsurrender, exchange, subordination or loss of any security or lien priority under any of the Loan Documents or in connection with the Obligations; (h) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any statute guaranty, pledge, mortgage, deed of limitationstrust, security agreement, lien, charge, insurance agreement, bond, letter of credit or other security device, guaranty, surety or indemnity agreement whatsoever; (i) failure by any Bank, the Agent or any other Person to notify, or timely notify, the Guarantor of any default, event of default or similar event (however denominated) under any of the Loan Documents, any renewal, extension, supplementing, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) or assignment (j) any existence of or reliance on any representation by any Lender Party that other circumstance which might otherwise constitute a defense available to, or a discharge of, of any Loan Party other Company or any other guarantor or suretyPerson (including any guarantor) in respect of the Obligations, other than payment in full of the Obligations. The 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 annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by the Banks or the proceeds of collateral are required to be returned by any Lender Party or any other Person the Banks upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation or reorganization of any other Company, or upon or as a result of the Parent Borrower appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any other Company or any other Loan Party substantial part of such Company's respective property or otherwise, all as though such payment or payments had not been made. The obligations of the Guarantor under this Guaranty shall not be subject to reduction, termination or other impairment by reason of any setoff, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Guaranty Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any applicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Term Loan Agreement, any Transaction Document or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Term Loan Agreement, any Transaction Document or any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non‑perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Administrative Agent or existence of a Lender to assert any claim or demand or to enforce any right or remedy against BLFC or any other Person hereunder or under the Term Loan Agreement or any Transaction Document or any Loan Party or any of its SubsidiariesDocument; (e) Any failure by BLFC in the failure performance of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety obligation with respect to the Guaranteed Obligations; orTerm Loan Agreement or any other Loan Document; (f) to Any change in the fullest extent permitted by applicable Lawcorporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any of the Guaranty Obligations; (g) Any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedthe Guarantor, 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 Party BLFC or any other Person upon the insolvency, bankruptcy (including any other guarantor) that is a party to any document or reorganization instrument executed in respect of the Parent Borrower Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Term Loan Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other Loan Party event, affecting any term of any Guaranty Obligations or otherwisethe Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment of all as though such payment had not been madeof the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. To Subject to the fullest extent permitted pursuant to applicable Lawlimitations on the maximum obligation of the Louisiana Regulated Entities set forth in Section 2, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements, as applicable, without set-off or counterclaim, and regardless of any law, regulation or order applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Guaranteed Parties with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any provision of any Loan Document Document, any Secured Cash Management Agreement or any Secured Hedge Agreement, any other agreement or instrument relating theretoto any of the foregoing or avoidance or subordination of any of the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of any term of, or any consent to departure from any Loan Document, including, without limitationrequirement of, any increase in of the Guaranteed Obligations resulting from Loan Documents, the extension of additional credit to any Loan Party Secured Cash Management Agreements or any of its Subsidiaries or otherwisethe Secured Hedge Agreements; (c) any takingexchange, release or non-perfection of any Lien on any Collateral or other security for, or any release of any other Loan Party or amendment or waiver of any term of any other guaranty of, or any consent to departure from, from any requirement of any other guarantyguaranty of, for all or any of the Guaranteed Obligations; (d) the absence of any change, restructuring or termination attempt to collect any of the corporate structure Guaranteed Obligations from Borrower or existence of from any other Loan Party or any other action to enforce the same or the election of its Subsidiariesany remedy by any of the Guaranteed Parties; (e) any waiver, consent, extension, forbearance or granting of any indulgence by any of the failure Guaranteed Parties with respect to any provision of any other Person to execute or deliver Loan Document, any Guaranty Supplement Secured Cash Management Agreement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect Secured Hedge Agreement (except to the extent any written waiver, consent, forbearance or indulgence executed in accordance with such Loan Document, such Secured Cash Management Agreement or such Secured Hedge Agreement, as applicable, expressly modifies or terminates the obligations of such Guarantor); (f) the election by any of the Guaranteed ObligationsParties in any Insolvency Proceeding; (g) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under any Debtor Relief Law; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge ofof Borrower, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower Guarantor or any other Loan Party other than payment or otherwise, all as though such payment had not been madeperformance of the Guaranteed Obligations.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Guaranty Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any applicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Administrative Agent or existence of a Lender to assert any claim or demand or to enforce any right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Party or any of its SubsidiariesDocument; (e) Any failure by BLFC in the failure performance of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety obligation with respect to the Guaranteed Obligations; orCredit Agreement or any other Loan Document; (f) to Any change in the fullest extent permitted by applicable Lawcorporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any of the Guaranty Obligations; (g) Any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedthe Guarantor, 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 Party BLFC or any other Person upon the insolvency, bankruptcy (including any other guarantor) that is a party to any document or reorganization instrument executed in respect of the Parent Borrower Guaranty Obligations; (h) Any limitation of BLFC's obligations pursuant to subsection 8.16(b) of the Credit Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other Loan Party event, affecting any term of any Guaranty Obligations or otherwisethe Administrative Agent's or the Lenders' rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment of all as though such payment had not been madeof the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each (a) Each Guarantor guarantees guaranties that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Guarantied Parties with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent amount of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documentsshall not be diminished by, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack Any amendment, modification, supplement, extension, renewal, restatement or waiver of validity or enforceability of any Loan Document all or any agreement part of the Credit Agreement, any of the other Loan Documents or any other document or instrument evidencing or relating thereto; (b) to any Guaranteed Obligations, including, without limitation, extensions or any other change in the of time, manner or place of payment of, of or increase or decrease in any other term of, all or the amount of any of the Guaranteed Obligations, and this Guaranty shall apply to the Credit Agreement and the other Loan Documents and the Guaranteed Obligations as so amended, modified, supplemented, renewed, rested or extended, increased or decreased; (ii) The taking, exchange, surrender and releasing of collateral, if any, or guarantees now or at any time held by or available to the Guarantied Parties for the obligations of the Borrower or any other Secured Obligations party at any time liable on or in respect of the Guaranteed Obligations; any failure or delay by the Agent or any other Guarantied Party to protect, secure, insure, perfect or realize upon, or any negligence by the Agent or any other Guarantied Party with respect to, or any substitution or release, in whole or in part, of security, if any, for the Loan Documents or this Guaranty, hereunder or otherwise which may be held at any time by any of the Guarantied Parties or any of their respective successors or assigns; (iii) The exercise of, or refraining from the exercise of, except as required in this Guaranty, any rights, powers or remedies (A) against the Borrower, any Guarantor or any other Person or any assets of any other Loan Party under of them of (B) under, or in respect of the Loan Documents, Documents or any security held by the Agent or the other amendment or waiver of or any consent to departure from any Loan DocumentGuarantied Parties, includingif any, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisewith respect thereto; (civ) any takingThe settlement, compromise or release or amendment or waiver of, or consent to departure fromthe waiver of any default with respect to, any other guaranty, for all or any of the Guaranteed Obligations; (d) , any changesecurity therefor, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure liability of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety party with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence subordination of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or to the payment of any other Person upon the insolvency, bankruptcy or reorganization liability of the Parent Borrower or any other Loan Party Guarantor; (v) Any bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, liquidation, or otherwiseother like proceeding relating to any Guarantor, all as though the Borrower, any affiliate of the Guarantors or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such payment had not been made.proceeding;

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Agent and the Banks with respect thereto. The Secured Obligations of each Guarantor under or in respect liability of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any the Loan Document Documents or any other agreement or instrument between the Borrower and the Agent and/or any Bank relating thereto; (b) any change in the time, manner or manner, place of payment ofof the indebtedness under, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of of, or any consent to to, departure from from, any Loan Documentagreement between the Borrower and the Agent and/or any Bank, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseDocuments; (c) any taking, release or amendment or waiver the insolvency of, or consent to departure fromvoluntary or involuntary bankruptcy, any assignment for the benefit of creditors, reorganization or other guarantysimilar proceedings affecting, for all the Borrower or any of the Guaranteed Obligations;its assets; or (d) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower in respect of the Obligations or of the Guarantor in respect of this Guaranty. Neither the Agent nor the Banks shall be required to inquire into the powers of the Borrower or any of its directors, officers, partners, managers or other guarantor agents acting or suretypurporting to act on their behalf, and monies, advances, renewals or credits described in Section 7.2 hereof in fact borrowed or obtained from the Banks in professed exercise of such powers shall be deemed to form part of the debts and liabilities hereby guaranteed, notwithstanding that such borrowing or obtaining of monies, advances, renewals, or credits shall be in excess of the powers of the Borrower, or of its directors, officers, partners, managers or other agents aforesaid, or be in any way irregular, defective or informal. The 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 Lender Party the Agent or any other Person the Banks upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party Borrower, or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, law regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Agent or Lenders with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the Guaranty this Article XIV are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower or any other Loan Credit Party or whether the Parent Borrower or any other Loan Credit Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Credit 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;Credit Party; or (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party Agent or Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Credit Party or any other guarantor or surety. The Guaranty This Article XIV 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 Party to Agent or Lenders or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Credit Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees guaranties that the Guaranteed Guarantied Obligations guaranteed by it will be paid and performed strictly in accordance with the terms of the Loan Credit Agreement, the Notes and the other Financing Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Guarantied Parties with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any Guarantied Obligation of any other Credit Party under any Financing Document, by operation of law or otherwise; (b) any lack of validity or enforceability of any Loan Financing Document or any other agreement or instrument relating thereto; (bc) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Guarantied Obligations or any other Secured Obligations of any other Loan Party the Borrower under or in respect of the Loan Financing Documents, or any other amendment or waiver of or any consent to departure from any Loan Financing Document, including, without limitation, any increase in the Guaranteed Guarantied Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (cd) any taking, release exchange, release, impairment, invalidity or amendment nonperfection of any Collateral; (e) any manner of application of the Collateral or waiver ofproceeds thereof, to all or any of the Guarantied Obligations, or consent to departure from, any manner of sale or other guaranty, disposition of any Collateral for all or any of the Guaranteed Obligations; (d) Guarantied Obligations or any change, restructuring or termination other Obligations of the corporate structure Credit Parties under the Financing Documents, or existence any other property or assets of any Loan Party the Credit Parties or any of its their Subsidiaries; (ef) any failure by the failure Administrative Agent, the Collateral Agent or any other Guarantied Party to disclose to any Credit Party any information relating to the financial condition, operations, properties or prospects of any other Person to execute Credit Party now or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect hereafter known to the Guaranteed Obligations; or (f) to Administrative Agent, the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) Collateral Agent or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedsuch Guarantied Party, as the case may be; (g) any change in the corporate existence, if structure or ownership of any Credit Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Credit Party or its assets or any resulting release or discharge of any obligation of any other Credit Party contained in any Financing Document; (h) the existence of any claim, set-off or other rights which any Guarantor may have at any time against any payment other Credit Party, the Administrative Agent, the Collateral Agent, any other Guarantied Party or any other Person, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (i) any invalidity or unenforceability relating to or against any other Credit Party for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Credit Party of the Guaranteed Obligations is rescinded principal of or must otherwise be returned interest on any Note or any other amount payable by it under any Financing Document; or (j) any other act or omission to act or delay of any kind by any Lender Credit Party, the Administrative Agent, the Collateral Agent, any other Guarantied Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or otherwise, all as though such payment had not been madeequitable discharge of or defense to any Guarantor’s obligations hereunder.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid and performed strictly in accordance with the terms of the Loan Documentstheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender the Guaranteed Party with respect thereto. The Secured Obligations of each Guarantor under or in respect liability of the Guaranty are Guarantor is primary, direct and independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may Sonoma. This Guaranty shall be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought enforceable against the Parent Borrower or any other Loan Party or whether Guarantor in the Parent Borrower or any other Loan Party is joined in any such action or actionssame manner as if the Guarantor was the primary obligor with respect to the Obligations. The liability of each the Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from thereof; (b) any Loan Document, defense which the Guarantor may assert with respect to the Obligations including, without limitationbut not limited to, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Loan Party or any consideration, breach of its Subsidiaries or otherwise;warranty, fraud, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction and usury; or (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the Guarantor in respect of the Obligations or any other guarantor or suretythe Guarantor in respect of this Guaranty. The None of the foregoing waivers shall prejudice the Guaranteed Party's rights under Section 1.08 of the Agreement. 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 Lender the Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party Sonoma or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;; ​ ​ (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each (a) The Guarantor absolutely guarantees that the Guaranteed Obligations guaranteed by it will be paid and performed strictly in accordance with the terms of the Loan DocumentsAgreement, 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 any Lender Party the Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The Secured Obligations of each Guarantor under or in respect obligations of the Guaranty Guarantor hereunder are independent of several from the Guaranteed Obligations Company or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documentsperson, and a separate action or actions may be brought and prosecuted against each are primary obligations concerning which the Guarantor to enforce is the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actionsprincipal obligor. The liability of each Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Company or any other person, nor against securities or liens available to the Beneficiary, its successors or assigns. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the followingof: (a) any lack of validity or enforceability of any Loan Document 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any the terms of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Company or any of its Subsidiariessubsidiaries; (eiii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Company or the Guarantor any other Person information relating to execute the business, condition (financial or deliver any Guaranty Supplement otherwise), operations, performance, properties or prospects of either the Company or any other guaranty of its subsidiaries now or agreement hereafter known to the Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or the release protection of or reduction of liability of realization upon any Guarantor or other guarantor or surety with respect to collateral securing the Guaranteed Obligations; or (fvii) to the fullest extent permitted by applicable Lawexcept as provided in Section 2.3(c), any other circumstance whatsoever (including, without limitation, any statute of limitations) or any act of the Beneficiary or any existence of or reliance on any representation by any Lender Party the Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Loan Party or any other guarantor or suretythe Guarantor. The 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 Lender Party the Beneficiary or any other Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent Borrower or any other Loan Party or otherwiseCompany, all as though such payment had not been made. (b) No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (c) In the case of an Event of Default under the Agreement or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Company or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed The guaranty made under this ARTICLE V is a guaranty of payment and not of collection. The Guarantor's Obligations guaranteed by it will shall be paid strictly in accordance with the terms absolute and unconditional irrespective of the Loan Documentsvalidity, regardless legality or enforceability of any lawthis Agreement, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower Note or any other Loan Party Document or whether any other guaranty of the Parent Borrower Borrowers' Obligations, and shall not be affected by any action taken under this Agreement, the Note or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating toDocument, any or all other guaranty of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsBorrowers' Obligations, or any other amendment agreement between the Lender and the Borrowers or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrowers' Obligations, or by the release or other disposal of any security for any of the Borrowers' Obligations, or by the dissolution of the Borrowers or the combination or consolidation of the Borrowers into or with another entity or any consent to departure from transfer or disposition of any assets of the Borrowers or by any extension or renewal of this Agreement, the Note or any other Loan Document, includingin whole or in part, without limitationor by any modification, any increase in alteration, amendment or addition of or to this Agreement, the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Note or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure fromother Loan Document, any other guaranty, for all or any guaranty of the Guaranteed Borrowers' Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty agreement between any Secured Party and the Borrowers or agreement any other Person, or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance whatsoever (includingwith or without notice to or knowledge of WFS) which may or might in any manner or to any extent vary the risks of WFS, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, legal or equitable discharge of a surety or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as guarantor; it being the case may be, if at any time any payment of any purpose and intent of the Guaranteed Obligations is rescinded or must otherwise parties hereto that the guaranty made under this ARTICLE V shall be returned absolute and unconditional under any and all circumstances and shall not be discharged except by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all payment as though such payment had not been madeherein provided.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party Guarantor under this ----------------- Guaranty with respect thereto. The Secured Obligations of to each Guarantor under or in respect of the Guaranty are independent and all of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, irrevocable and shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have shall not be released, discharged or hereafter acquire in any way relating toaffected by, any circumstance, condition or all of matter (whether or not the followingGuarantor or any Obligor shall have any knowledge or notice thereof), including, without limitation: (a) any lack of validity amendment, waiver, extension or enforceability of any Loan Document renewal of, or any agreement consent to departure from, the Credit Agreement, including, without limitation, any waiver or instrument relating thereto; (b) any consent involving a change in the time, manner or place of payment of, or in any other term of, of all or any of the Guaranteed Obligations Obligations; (b) any exchange, release or any other Secured Obligations nonperfection of any other Loan Party under or in respect of the Loan Documentscollateral, or any other release or amendment or waiver of or any consent to or departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party other guaranty or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity agreement, for all or any of the Guaranteed Obligations; (c) any extension of the time for payment by any Obligor or any other person of any Guaranteed Obligation under the Credit Agreement or any other document related thereto; (d) any changefailure, restructuring omission or termination of delay by the corporate structure Administrative Agent or existence of the Banks to enforce, assert or exercise any Loan Party right, power or any of its Subsidiariesremedy conferred on or available to it; (e) the failure any inability, lack of authority or legal disability of any other Person Obligor to execute perform any agreement, covenant, term or deliver condition contained in the Credit Agreement for any Guaranty Supplement reason (whether or not the Guarantor shall have any other guaranty knowledge or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Lawnotice thereof), any other circumstance (including, without limitation, provisions of any statute law or regulation of limitationsany jurisdiction (including the Bahamas and The Netherlands) purporting to prohibit or excuse payment or performance by any Obligor of its obligations under the Credit Agreement; (f) the voluntary or involuntary liquidation, dissolution, sale of assets, marshalling of assets and liabilities, receivership, conservatorship, custodianship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of or similar proceeding affecting any Obligor, the Guarantor, the Administrative Agent, the Banks or any existence other person or any of their respective properties or reliance on creditors, or any representation action taken by any Lender Party that trustee or receiver or by any court in any such proceeding; (g) any merger or consolidation of any Obligor into or with any person or any sale, lease or transfer of any of the assets of any Obligor to any other person; (h) any change in corporate relationship between any Obligor and the Guarantor or any termination of any such relationship; (i) any counterclaim, set-off, deduction or defense any Obligor, the Guarantor or any other Person may have against the Administrative Agent, the Banks or any other person other than indefeasible payment in full; and (j) any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Loan Party or any other guarantor or suretythe Guarantor in respect of this Guaranty. The This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by any Obligor, the Guarantor or any other person of any of the Guaranteed Obligations owed hereunder is rescinded or must otherwise be returned by any Lender Party the Administrative Agent or any other Person the Banks upon the insolvency, bankruptcy or reorganization of any Obligor, the Parent Borrower Guarantor or any other Loan Party or otherwiseperson, all as though such payment had not been made. If the payment of any sum required to be made by any Obligor under the Credit Agreement shall at any time be prevented by reason of a case or proceeding under bankruptcy, insolvency or other similar law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, such sum shall be deemed to be payable in accordance with the terms of the Credit Agreement, and the Guarantor shall pay such sum and any other amounts guaranteed hereunder.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit 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 Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives (to the extent permitted by law) 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 Loan Document Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured Specified 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 Secured Obligations of any other Loan Party under or in respect of the Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, or any other amendment or waiver of or any consent to departure from any Loan Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured Specified Credit Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business condition (financial or otherwise), operations, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party, as the case may be (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 Lender Party other Secured Party) that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, in each case other than the payment in full in cash of the Guaranteed Obligations. The 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 other Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable LawThis Guaranty is an absolute, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms unconditional, continuing and unlimited guaranty of the Loan Documents, regardless full and punctual payment and performance by the Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any law, regulation or order now or hereafter in effect in requirement that any jurisdiction affecting Secured Party first attempt to collect any of such terms or the rights of Obligations from the Borrower, any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations other Guarantor, or any other Secured person, or resort to any security for the Obligations or this Guaranty or to other means of obtaining payment of any other Loan Party under or in respect of the Loan DocumentsObligations which any Secured Party now has or may acquire after the date hereof, or upon any other contingency whatsoever, and a separate action or actions the Secured Parties may be brought and prosecuted proceed hereunder against each any Guarantor in the first instance to enforce collect the GuarantyObligations when due, irrespective of whether any action is brought without first proceeding against the Parent Borrower or any other Loan Party Person and without first resorting to any security or whether other means of obtaining payment. The obligations of each Guarantor hereunder are irrevocable, absolute and unconditional, irrespective of genuineness, validity, regularity or enforceability of the Parent Borrower Obligations or any security given therefor or in connection therewith or any other Loan Party is joined circumstance (except payment to, or express, written waiver, release or consent by, the Secured Parties) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. This Guaranty shall be in addition to any other guaranty or other security for the Obligations, and it shall not be prejudiced or rendered unenforceable by the invalidity of any such action other guaranty or actionssecurity. The liability of each Guarantor under hereunder shall in no way be affected or impaired by any acceptance by the Guaranty shall be irrevocableSecured Parties of any direct or indirect security for, absolute and unconditional irrespective or other guaranties of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under indebtedness, liability or in respect obligations of the Loan DocumentsBorrower, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor Person to any Secured Party or surety with respect by any failure, delay, neglect or omission of any Secured Party to realize upon or protect any Obligations or any such other indebtedness, liability or obligation or any notes or other instruments evidencing the same or any direct or indirect security therefor, or by any approval, consent, waiver or other action taken or omitted to be taken by any Secured Party. Upon any default by the Borrower in the payment and performance of the Obligations (and after the expiration of any applicable grace period provided in the Credit Agreement), the liabilities and obligations of the Guarantors hereunder shall, at the option of the Required Banks, become forthwith due and payable to the Guaranteed ObligationsSecured Parties without demand or notice of any nature, all of which are expressly waived by each Guarantor; or provided that if any Event of Default specified in clause (fg) to or (h) of Section 6.01 of the fullest extent permitted by applicable Law, any other circumstance (includingCredit Agreement occurs, without limitation, any statute of limitations) or notice to any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Guarantor or any other guarantor act by any Secured Party, the liabilities and obligations of the Guarantors hereunder shall automatically become immediately due and payable without presentment, demand, protest or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment other notice of any kind, all of which are hereby waived by the Guaranteed Obligations is rescinded or must otherwise be returned Guarantors. Payments by any Lender Party the Guarantors, or any other Person upon of them, hereunder may be required by the insolvency, bankruptcy or reorganization Secured Parties on any number of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeoccasions.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Subsidiary Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Subsidiary Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Subsidiary Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Subsidiary Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Subsidiary Guarantor 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: (aA) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bB) 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 Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (cC) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (dD) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (eE) any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (each Subsidiary Guarantor waiving any duty on the part of the Lender Parties to disclose such information); (F) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Subsidiary Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fG) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Guaranteed Obligations. The 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 Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To Each Guarantor, subject to the fullest extent permitted pursuant to applicable Lawlimitations set forth in Section 2, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it Liabilities will be paid strictly in accordance with the terms of the applicable Loan DocumentsAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party or Southeastern with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document Agreement or any other agreement or instrument relating theretothereto (whether executed by Southeastern, such Guarantor or any other party) or avoidance or subordination of all or any of the Liabilities; (bii) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsLiabilities, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Agreement or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto (whether executed by Southeastern, such Guarantor or any other party); (ciii) any takingexchange, release or non-perfection of any lien on any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed ObligationsLiabilities; (div) the absence of any change, restructuring attempt to collect all or termination any of the corporate structure Liabilities from Southeastern or existence any other action to enforce the same or the election of any remedy by a Lender; (v) the waiver, consent, extension, forbearance or granting of any indulgence by a Lender with respect to any provision of any Loan Party Agreement or any of its Subsidiariesother agreement or instrument relating thereto (whether executed by Southeastern, such Guarantor or any other party); (evi) the failure election by a Lender in any proceeding instituted under Chapter 11 of any other Person to execute or deliver any Guaranty Supplement Title 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; (vii) the disallowance under Section 502 of the Bankruptcy Code of all or any other guaranty or agreement or portion of the release or reduction claims of liability a Lender for repayment of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsLiabilities; or (fviii) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a legal or equitable discharge or defense available toof Southeastern, or a discharge of, any Loan Party such Guarantor or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any (other than indefeasible payment of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madeLiabilities).

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower, any other Loan Party or any of its their Subsidiaries or otherwise; (c) 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 assets of any Loan Party or any of its Subsidiaries, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any assets of any Loan Party or any of its Subsidiaries for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Digital Realty – Yen Credit Agreement Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Guaranty Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any applicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Administrative Agent or existence of a Lender to assert any claim or demand or to enforce any right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Party or any of its SubsidiariesDocument; (e) Any failure by BLFC in the failure performance of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety obligation with respect to the Guaranteed Obligations; orCredit Agreement or any other Loan Document; (f) to Any change in the fullest extent permitted by applicable Lawcorporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any of the Guaranty Obligations; (g) Any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstatedthe Guarantor, 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 Party BLFC or any other Person upon the insolvency, bankruptcy (including any other guarantor) that is a party to any document or reorganization instrument executed in respect of the Parent Borrower Guaranty Obligations; (h) Any limitation of BLFC's obligations pursuant to subsection 8.16(b) of the Credit Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other Loan Party event, affecting any term of any Guaranty Obligations or otherwisethe Administrative Agent's or the Lenders' rights with respect thereto, all including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as though such payment had not been made.the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the its Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty this Article 10 are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantythis Article 10, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way way, including relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Guaranteed 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 its Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Loan Party under the Guaranteed Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; oror ​ (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. The Guaranty This Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor’s Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsDocuments (or the Secured Cash Management Agreements or Secured Hedge Agreements, as applicable), regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Administrative Agent and any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower Company or any other Loan Party or whether the Parent Borrower Company or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating theretoto the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan DocumentDocument (or other document evidencing the Obligations), including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any 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 proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender (each Guarantor waiving any duty on the part of the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower Company or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Lawby law, each Guarantor MLP guarantees that the Parent Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The Secured To the extent permitted by law, the Obligations of each Guarantor MLP under or in respect of the this Parent Guaranty are independent of the Parent Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor MLP to enforce the this Parent Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The To the extent permitted by law, the liability of each Guarantor MLP under the this Parent Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor MLP 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 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 Parent Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement, or any other rescission, amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Parent Guaranteed Obligations resulting from the extension of additional credit to any Loan Transaction Party or any of its Subsidiaries or otherwise; (c) any defense arising by reason of any taking, release exchange, substitution, release, impairment or non perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Parent Guaranteed Obligations; (d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Parent Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Parent Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Transaction Party or any of its the Borrower’s Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Transaction Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Transaction Party now or hereafter known to the Administrative Agent or such other 157 Alliance Resource Secured Party (MLP waiving any duty on the part of the Administrative Agent and the other Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor MLP or other guarantor or surety with respect to the Parent Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Transaction Party or any other guarantor or surety. The This Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Parent Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender other Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Transaction Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To Each Guarantor agrees that its obligations hereunder and under the fullest extent permitted pursuant other Loan Documents to applicable Lawwhich it is a party are irrevocable, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documentsabsolute and unconditional, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations and any Collateral (as defined in the Loan Agreement) or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Secured Obligations Person, and shall not be discharged, limited or otherwise affected by reason of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document 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 guaranty or other Secured Obligations of any other Loan Party under or liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or waiver of or any consent to departure from any Loan Documentsupplement to, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Loan Agreement, any other guaranty, for all Loan Document or any agreement or instrument delivered pursuant to any of the Guaranteed Obligationsforegoing; (dii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Loan Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any changedischarge, restructuring modification, settlement, compromise or termination other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily, as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Loan Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of any Loan Party Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) the failure any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of Borrower or any other Person to execute directly or deliver indirectly liable for any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any such application; or (fix) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense legal or equitable discharge of, or a defense, setoff or counterclaim available to, Borrower, any Guarantor or a discharge ofsurety or guarantor generally, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as than the case may be, if at any time any occurrence of the payment of any in full in cash of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any (other Person upon than contingent and indemnification obligations not then due and payable) (the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made“Termination Requirement”).

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsCredit Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Lenders with respect thereto. The Secured Obligations obligations of each the Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party Assignee or whether the Parent Borrower or any other Loan Party Assignee is joined in any such action or actions. The liability of each the Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document the Credit Agreement, 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Credit Agreement or the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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 collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Assignee or any of its subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Assignee or any of its Subsidiaries; (e) subsidiaries or its status as a Subsidiary of the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsGuarantor; or (fvi) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the Assignee or any other guarantor or suretya guarantor. The 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 Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party Assignee or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed The guaranty made under this ARTICLE V is a guaranty of payment and not of collection. The Guarantor's Obligations guaranteed by it will shall be paid strictly in accordance with the terms absolute and unconditional irrespective of the Loan Documentsvalidity, regardless legality or enforceability of any lawthis Credit Agreement, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations Notes or any other Secured Obligations Loan Document or any other guaranty of the Borrower's Obligations, and shall not be affected by any action taken under this Credit Agreement, the Notes or any other Loan Party under or in respect Document, any other guaranty of the Loan DocumentsBorrower's Obligations, or any other agreement between any Secured Party and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Obligations, or by the release or other disposal of any security for any of the Borrower's Obligations, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of this Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to this Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Obligations, or any other agreement between any Secured Party or whether and the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment ofPerson, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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 Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance whatsoever (includingwith or without notice to or knowledge of CPV) which may or might in any manner or to any extent vary the risks of CPV, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a defense available to, legal or equitable discharge of a surety or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty shall continue to be effective or be reinstated, as guarantor; it being the case may be, if at any time any payment of any purpose and intent of the Guaranteed Obligations is rescinded or must otherwise parties hereto that the guaranty made under this ARTICLE V shall be returned absolute and unconditional under any and all circumstances and shall not be discharged except by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all payment as though such payment had not been madeherein provided.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, the applicable Hedge Contracts between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty, and any agreement or instrument between any Loan Party and any Banking Service Provider relating to any Banking Services, 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 Secured Party with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, in connection with any Hedge Contracts between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty, or any agreement or instrument between any Loan Party and any Banking Service Provider relating to any Banking Services, and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party Person or whether the Parent any Borrower or any other Loan Party is Person are joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and 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 any Loan Document or Document, any Hedge Contract between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty, any agreement or instrument between any Loan Party and any Banking Service Provider relating theretoto any Banking Services or instrument relating thereto 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 Secured Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any agreement or instrument relating to any Hedge Contract between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty, an any agreement or instrument between any Loan Party and any Banking Service Provider relating to any Banking Services, or any other amendment or waiver of or any consent to departure from any Loan Document, any agreement or instrument relating to any Hedge Contract between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty or any agreement or instrument between any Loan Party and any Banking Service Provider relating to any Banking Services, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under any Loan Document, any Hedge Contract between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty, any agreement or instrument between any Loan Party and any Banking Service Provider relating to any Banking Services or any other assets of the Loan Parties or any of their Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Loan Party Parties or any of its their Subsidiaries; (ef) the any failure of any other Secured Party to disclose to the Borrowers or any Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to execute or deliver any Guaranty Supplement Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of the Borrowers or any other guaranty Person being mechanically reproduced in facsimile or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (f) to the fullest extent permitted by applicable Law, a. any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been madePerson.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Lawby law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan 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 any Lender Party Noteholder with respect thereto. The Secured To the extent permitted by law, the Guaranteed Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations obligations of any other Loan Note Party under or in respect of the Loan Note Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower Company or any other Loan Note Party or whether the Parent Borrower Company or any other Loan Note Party is joined in any such action or actions. The To the extent permitted by law, the liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan 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 Secured Obligations obligations of any other Loan Note Party under or in respect of the Loan Note Documents, or any other amendment or waiver of or any consent to departure from any Loan Note Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Note Party 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 of any Note Party under the Note Documents or any other assets of any Note Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Note Party or any of its Subsidiaries; (ef) any failure of any Noteholder to disclose to any Note Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Note Party now or hereafter known to such Noteholder (each Guarantor waiving any duty on the part of the Noteholders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Note Party or any other guarantor or surety. The 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 Lender Party Noteholder or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower Company or any other Loan Note Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and Secured Cash Management 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 Administrative Agent or any Lender other Secured Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsDocuments and Secured Cash Management Agreements, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent any Borrower or any other Loan Party or whether the Parent any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives (to the extent permitted by law) 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 Loan Document or Secured Cash Management 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsDocuments and Secured Cash Management Agreements, or any other amendment or waiver of or any consent to departure from any Loan DocumentDocument or Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents and Secured Cash Management Agreements, or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business condition (financial or otherwise), operations, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party, as the case may be (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 Lender Party other Secured Party) that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, in each case other than the payment in full in cash of the Guaranteed Obligations. The 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 other Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party the Agents or the Lenders with respect thereto. The Secured Obligations obligations of each Guarantor under or in respect of the Guaranty this Article are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guarantysuch obligations, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the Guaranty this Article shall be irrevocable, absolute and unconditional irrespective of, and 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 any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any 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, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;Party; or (e) the failure of any other Person to execute or deliver any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (f) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The Guaranty This 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 any Lender Party the Agents, the Lenders, or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each Each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of the this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan DocumentsDocuments or the Hedge Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the this Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document Document, the Hedge Agreements 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 Obligations, any other Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsDocuments or the Hedge Obligations, or any other amendment or waiver of or any consent to departure from any Loan DocumentDocument or Hedge Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party 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 collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any Hedge Obligations or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any other Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender Party to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Hedge Agreement, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) to the fullest extent permitted by applicable Law, 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 other Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. The 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 Administrative Agent or any other Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. To the fullest extent permitted pursuant to applicable Law, each The Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan DocumentsAgreement, the Notes and the other Loan Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any the Lender Party with respect thereto. The Secured Obligations liability of each the Guarantor under or in respect of the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under the this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) Section 2.1 any lack of validity validity, regularity or enforceability of any the Loan Document Agreement or any agreement or instrument relating theretoother Loan Document; (b) Section 2.2 any lack of validity, regularity or enforceability of this Guaranty; Section 2.3 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 Secured Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from the Loan Agreement or any other Loan Document; Section 2.4 any exchange, includingrelease or non-perfection of any security interest in any collateral, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 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) Section 2.5 any change, restructuring or termination failure on the part of the corporate structure Lender or existence of any Loan Party or any of its Subsidiaries; (e) the failure of any other Person to execute exercise, or deliver any Guaranty Supplement delay in exercising, any right under the Loan Agreement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsLoan Document; or (f) to the fullest extent permitted by applicable Law, Section 2.6 any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender Party that which might otherwise constitute a defense available to, or a discharge ofof the Borrower, any Loan Party the Guarantor or any other guarantor with respect to the Obligations (including, without limitation, all defenses based on suretyship or suretyimpairment of collateral, and all defenses that the Borrower may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury), this Guaranty and the obligations of the Guarantor under this Guaranty. The Guaranty shall continue to be effective or be reinstated, as Guarantor hereby agrees that if 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 Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party guarantor of all or otherwisea portion of the Obligations is the subject of a bankruptcy case under the Bankruptcy Code, all it will not assert the pendency of such case or any order entered therein as though such a defense to the timely payment had of the Obligations. The Guarantor hereby waives notice of or proof of reliance by the Lender upon this Guaranty, and the Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or reduced (as to the Borrower only) in reliance upon this Guaranty. The Guarantor hereby agrees that this Guaranty is a guaranty of payment and not been madecollection.