Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Guaranty are absolute and unconditional Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Noteholder under its Notes or the IndentureLender with respect thereto. The obligations of the Guarantor Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries any Designated Subsidiary under or in respect of the Indenture this Agreement and the Notes or any other document or agreementNotes, and a separate action or actions may be brought and prosecuted against the Guarantor Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against the Issuer any Borrower or whether the Issuer any Borrower is joined in any such action or actions. The liability of the Guarantor Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor Company hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of this Agreement or the Notes, or any of the Transaction Documentsother agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Designated Subsidiary under this Agreement or entity under or in respect of the Transaction DocumentsNotes, or any other amendment or waiver of or any consent to departure from this Agreement or any Transaction DocumentNote, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result additional credit to any Designated Subsidiary or any of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture its Subsidiaries or otherwise; (vc) any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vi) any manner of sale or other disposition of any assets of any Noteholder; (viid) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Designated Subsidiary or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantorits Subsidiaries; (viiie) any failure of the Trustee Agent or any Lender to disclose to the Guarantor Company or any Designated Subsidiary any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Designated Subsidiary now or in the Issuer future known to the Agent or any of its Subsidiaries such Lender, as the case may be (the Guarantor hereby Company waiving any duty on the part of the Trustee Agent or any Noteholders the Lenders to disclose such information);; or (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee Agent or any Noteholder Lender that might otherwise constitute a defense available to, or a discharge of, the Issuer any Designated Subsidiary or the Guarantor Company or any other party; or (xi) any claim of set-off guarantor or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder the Agent or any other person or entity Lender upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot such Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company's financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot such Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute Subject to Section 5(c), each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its Notes lawful debts when xxxx fall due has deteriorated, whether or the Indenturenot Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) xxx extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofDebtor, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute Each Guarantor guarantees that the Obligations will be paid and unconditional performed strictly in accordance with their respective terms, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under Lender with respect thereto. Each Guarantor agrees that its Notes guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the Indentureother Lenders to any collateral, any other Person or any other security. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries Borrower under or in respect of the Indenture Loan Documents and the Notes or any other document obligations of any other guarantor or agreementsurety, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other guarantor or surety or whether the Issuer Borrower or any other guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of the each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional irrespective of, and the such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any of the Transaction DocumentsObligations, any Loan Document or any agreement, document or instrument relating thereto; (iib) any provision of applicable Law extension or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsObligations, or any other amendment amendment, modification or waiver of or any consent to departure from any Transaction DocumentLoan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the obligations Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture additional credit to Borrower or otherwise; (vc) any taking, exchange, compromise, subordination, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesObligations; (vid) the existence of any claim, set-off, recoupment, defense or other right that Borrower or any other Person may have against any Person, including, without limitation, any Lender; (e) any order or manner of enforcement or application of any collateral, or proceeds thereof, at any time to all or any of the Obligations, or any order or manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Borrower, or any Noteholderexercise of any other right or remedy available to any Lender under the Loan Documents against any collateral or other guarantor or surety; (viif) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the GuarantorBorrower; (viiig) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of Borrower, or any other guarantor of or other Person liable for any of the Obligations; (h) any failure of the Trustee any Lender to disclose to the any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower now or any of its Subsidiaries hereafter known to such Lender (the such Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders Lenders to disclose such information); (ixi) the failure of any other person or entity Person to execute or deliver this Agreement, or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor guarantor, surety or surety obligor with respect to the Indenture;Obligations or any part thereof; or (xj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Lender that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor Borrower or any other party; or (xi) any claim guarantor or surety other than the defense of set-off payment or other right which performance of the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder Lender or any other person or entity Person upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the ------------------ undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Xxxxxx's financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Xxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofDebtor, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations, or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2018 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2018 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2018 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2018 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2018 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2018 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2022 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2022 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2022 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2022 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2022 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2022 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries Issuer or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iviii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuancesthe extension of additional credit, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (viv) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (viv) any manner of sale or other disposition of any assets of any Noteholder; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiivii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ixviii) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xix) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2021 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2021 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2021 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2021 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2021 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2021 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under the Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or not the IndentureCompany has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute Each Guarantor guarantees that the Obligations will be paid and unconditional performed strictly in accordance with their respective terms, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under Lender with respect thereto. Each Guarantor agrees that its Notes guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the Indentureother Lenders to any of the Collateral, any other Person or any other security. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries any Borrower under or in respect of the Indenture Loan Documents and the Notes or any other document obligations of any other guarantor or agreementsurety, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer any Borrower or any other guarantor or surety or whether the Issuer any Borrower or any other guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of the each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional irrespective of, and the such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any of the Transaction DocumentsObligations, any Loan Document or any agreement, document or instrument relating thereto; (iib) any provision of applicable Law extension or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsObligations, or any other amendment amendment, modification or waiver of or any consent to departure from any Transaction DocumentLoan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the obligations Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result of further issuances, additional credit to any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, compromise, subordination, 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 or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesObligations; (vid) the existence of any claim, set-off, recoupment, defense or other right that any Borrower or any other Person may have against any Person, including, without limitation, any Lender; (e) any order or manner of enforcement or application of any Collateral or any other collateral, or proceeds thereof, at any time to all or any of the Obligations, or any order or manner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations or any other assets of any NoteholderBorrower, or any exercise of any other right or remedy available to any Lender under the Loan Documents against any Collateral or other guarantor, surety or other collateral; (viif) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the GuarantorBorrower; (viiig) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of or other Person liable for any of the Obligations; (h) any failure of the Trustee any Lender to disclose to the any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower now or any of its Subsidiaries hereafter known to such Lender (the such Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders Lenders to disclose such information); (ixi) the failure of any other person or entity Person to execute or deliver this Agreement, or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor guarantor, surety or surety obligor with respect to the Indenture;Obligations or any part thereof; or (xj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Lender that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor any Borrower or any other party; or (xi) any claim guarantor or surety other than the defense of set-off payment or other right which performance of the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder Lender or any other person or entity Person upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2040 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2040 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2040 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2040 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2040 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2040 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2041 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2041 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2041 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2041 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2041 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2041 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute 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 Noteholder under its 2041 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2041 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2041 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2041 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2041 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2041 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes the 2025 Notes, the Exchange Securities or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and Indenture, the Notes 2025 Notes, the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and Indenture, the Notes2025 Notes or the Exchange Securities; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and Indenture, the 2025 Notes or the Exchange Securities as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of 2025 Notes, the Exchange Securities, the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or Indenture, the Notes2025 Notes and the Exchange Securities; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations 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 Noteholder under its Notes the Agent or the IndentureLenders with respect thereto. The obligation of the Guarantor hereunder shall be to make prompt payment to the Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be absolute and unconditional under any and all circumstances. The obligations of the Guarantor under this Article IX are irrespective of the value, genuineness, validity, regularity or in respect enforceability of this Guaranty are independent any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations or Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Guaranteed Obligations), it being the intent of this Article IX that the obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries Guarantor hereunder shall be absolute and unconditional under or in respect any and all circumstances. This is a Guarantee of the Indenture payment and the Notes or any other document or agreement, not of collection and is intended to be and shall be construed as a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actionscontinuing guarantee. The liability of the Guarantor under this Guaranty Article IX constitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and the 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: (ia) notice of the state of indebtedness of the Borrower under the Loans and assents to the release, substitution or variation of any lack collateral or other guarantee which may at any time be held as security for any Loans, all without relieving the Guarantor of validity any liability under this Agreement; (b) promptness, diligence, notice of acceptance of this Agreement and of any extension of any loan or enforceability other financial accommodation by the Lenders to the Borrower; (c) presentment and demand for payment of any of the Transaction DocumentsGuaranteed Obligations; (iid) any provision protest and notice of applicable Law dishonor or regulation purporting default to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in to any other term of, all or party with respect to any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;Obligations; and (ve) any taking, release or amendment or waiver of, or consent all other notices to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) might otherwise be entitled except as specifically herein provided. This Guaranty Article IX 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 Noteholder the Agent or the Lenders or any other person or entity Person upon the insolvency, bankruptcy or reorganization of the Issuer Borrower, or the Guarantor any other Person, or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Dxxxxx’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Lxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofDebtor, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional undersigned guarantees that the ----------------- Obligations will be paid strictly in accordance with the terms of the Credit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the IndentureBorrowers with respect thereto. The obligations undersigned hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrowers will contract additional indebtedness for which the undersigned may be liable hereunder after Borrowers' financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Borrowers shall be governed solely by the provisions of the Guarantor Credit Agreement. The liability of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Loan Documents or any other document instruments or agreement, and a separate action agreements relating to the Obligations or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective any assignment or transfer of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: thereof; (ib) 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 Transaction Documents; Lenders or its assignees or any acceptance thereof or any release of any security by Agent or its assignees; (iid) any provision of applicable Law limitation on any party's liability or regulation purporting obligation under the Loan Documents or any other documents, instruments or agreements relating to prohibit the payment by the Issuer Obligations or any assignment or transfer of any amount payable by it under the Indenture and the Notes; thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofBorrowers, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations; or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer or undersigned. Any amounts due from the Guarantor undersigned to Agent or any other party; or (xi) any claim Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of setBorrowers to Lenders under the Credit Agreement. Obligations include post-off petition interest whether or other right which the Guarantor may have at any time against the Issuer not allowed or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Subject to Section 1, the Guarantor guarantees that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with their 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 Noteholder under its Notes of the Guaranteed Parties with respect thereto. (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Indenture. The Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other of the Borrower, and the obligations of the IssuerOriginators, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture Servicer and the Notes or any other document or agreementPerson (including any other guarantor under the Basic Documents), and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) or whether the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of, or in any consent to a departure from the terms of, the Loan Agreement or any other term ofBasic Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or otherwise; (ii) any sale, taking, exchange, release, surrender, or realization upon any property at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any other obligations lien in any such property, or delay in the perfection of any other person or entity under or in respect of the Transaction Documentssuch lien, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to a departure fromfrom the terms of, any guaranty for all or any part of the Guaranteed Obligations; (iii) any exercise or failure to exercise any rights against the Borrower or any other guaranty Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or agreement similar compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in function respect thereof; (v) any manner of application of Collateral, or proceeds thereof, to this Guaranty, for all or any of the obligations of the Issuer under the Indenture Guaranteed Obligations, or the Notes; (vi) any manner of sale or other disposition of any Collateral for all or any part of the Guaranteed Obligations or any other assets of any Noteholder; the Borrower; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer Borrower; or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guaranty and/or the Issuer obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or any other party; or (xi) any claim impairing or releasing the obligations of set-off or other right which the Guarantor may have at hereunder, apply any time against the Issuer sums by whomsoever paid or the Trustee, whether in connection with this transaction or with howsoever realized to any unrelated transactionGuaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (bf) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned part of said amount by reason of any Noteholder judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other person settlement or entity compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy or reorganization of the Issuer notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Guaranteed Parties hereunder for the amount so repaid or otherwise, all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Guaranteed Parties.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2014 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. The liability of Guarantor under this Guaranty shall be absolute and unconditional, and shall not be limited, lessened or discharged by any act on the part of the Beneficiary or matter or thing irrespective of, without limitation: (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless any incapacity or disability or lack or limitation of status or power of Seller or that Seller may not be a legal entity; (b) the bankruptcy or insolvency of Seller; (c) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms the Guaranteed Obligations or the rights of any Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in Beneficiary with respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:thereto; (id) any lack of validity or enforceability of any of the Transaction DocumentsAgreements; (iie) any provision discontinuance of applicable Law or regulation purporting any reduction, increase or other variation of credit granted to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law Seller or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documentsamendment, or any other amendment modification, extension, renewal or waiver of or any consent to or other acquiescence in the departure from any Transaction Document, including, without limitation, any increase in the obligations terms of the Issuer under the Indenture and the Notes as a result Transaction Agreements, regardless of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;whether this Guaranty is in effect at such time; or (vf) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposesconstitution or capacity of Seller, businessor Seller being merged with another entity, capital stock (including ownership thereof) or constitutive documents in which case this Guaranty shall apply to the liabilities of the Issuer resulting entity, and the term “Seller” shall include such resulting corporation; Any account settled or stated by or between the Guarantor; (viii) any failure Beneficiary and Seller shall be accepted by Guarantor in the absence of manifest error, as conclusive evidence that the Trustee to disclose balance or amount thereof thereby appearing due by Seller to the Beneficiary, is so due. The obligations of Guarantor any information relating hereunder are several and are primary obligations for which Guarantor is the principal obligor. There are no conditions precedent to the businessenforcement of this Guaranty except as expressly contained herein. It shall not be necessary for the Beneficiary, condition (financial in order to enforce payment or otherwise)performance by Guarantor under this Guaranty, operations, performance, properties or prospects of the Issuer or to exhaust any of its Subsidiaries (the Guarantor hereby waiving remedies or recourse against Seller, any duty on the part of the Trustee other guarantor, or any Noteholders to disclose such information); (ix) the failure of any other person liable for the payment or entity to execute performance when due and shall apply regardless of whether recovery of all such Guaranteed Obligations may be discharged or deliver uncollectible in any bankruptcy, insolvency or other guaranty proceeding, or agreement be otherwise unenforceable. A separate action or the release or reduction of liability of any other guarantor or surety actions may be brought and prosecuted against Guarantor with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time Guaranteed Obligations whether action is brought against the Issuer Seller or whether the TrusteeSeller be joined in any such action or actions; provided, whether however, that except for the defenses of (i) lack of authority, (ii) failure of consideration, and (iii) discharge as a result of bankruptcy, Guarantor reserves all defenses and limitations of liability of Seller in connection with this transaction or with any unrelated transactionthe Transaction Agreements. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under the Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or not the IndentureCompany has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Lender or its assignees or any acceptance thereof or any release of any security by it Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2016 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2016 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2016 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2016 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2016 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2027 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2027 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2027 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2027 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2027 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2027 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2020 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2020 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2020 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2020 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2020 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Subject to Section 1, the Guarantor guarantees that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with their 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 Noteholder under its Notes of the Guaranteed Parties with respect thereto. (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Indenture. The Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other of the Borrower, and the obligations of the IssuerOriginators, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture Servicer and the Notes or any other document or agreementPerson (including any other guarantor under the Basic Documents), and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) or whether the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of, or in any consent to a departure from the terms of, the Loan Agreement or any other term ofBasic Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or otherwise; (ii) any sale, taking, exchange, release, surrender, or realization upon any property at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any other obligations lien in any such property, or delay in the perfection of any other person or entity under or in respect of the Transaction Documentssuch lien, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to a departure fromfrom the terms of, any guaranty for all or any part of the Guaranteed Obligations; (iii) any exercise or failure to exercise any rights against the Borrower or any other guaranty Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or agreement similar compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in function respect thereof; (v) any manner of application of Collateral, or proceeds thereof, to this Guaranty, for all or any of the obligations of the Issuer under the Indenture Guaranteed Obligations, or the Notes; (vi) any manner of sale or other disposition of any Collateral for all or any part of the Guaranteed Obligations or any other assets of any Noteholderthe Borrower; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor;Borrower; or (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guaranty and/or the Issuer obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or any other party; or (xi) any claim impairing or releasing the obligations of set-off or other right which the Guarantor may have at hereunder, apply any time against the Issuer sums by whomsoever paid or the Trustee, whether in connection with this transaction or with howsoever realized to any unrelated transactionGuaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (bf) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned part of said amount by reason of any Noteholder judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other person settlement or entity compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy or reorganization of the Issuer notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Guaranteed Parties hereunder for the amount so repaid or otherwise, all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Guaranteed Parties.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2019 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2019 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2019 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2019 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2019 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2019 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes the 2028 Notes, the Exchange Securities or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and Indenture, the Notes 2028 Notes, the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and Indenture, the Notes2028 Notes or the Exchange Securities; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and Indenture, the 2028 Notes or the Exchange Securities as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of 2028 Notes, the Exchange Securities, the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or Indenture, the Notes2028 Notes and the Exchange Securities; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s Guarantor agrees that its obligations under this Guaranty are absolute irrevocable, absolute, independent and unconditional regardless and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the foregoing and without limiting the generality thereof, Xxxxxxxxx agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of any Noteholder under its Notes or a dispute between Beneficiary and Principal with respect to the Indenture. existence of the default; (c) The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of Principal under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, Agreement and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether or not any action is brought against the Issuer Principal or any other guarantors and whether the Issuer or not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to Beneficiary by Principal have been paid; and (e) Guarantor shall continue to be liable under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire provisions hereof shall remain in any way relating to, any or all of the followingfull force and effect notwithstanding: (i) any lack of validity Any modification, amendment, supplement, extension, agreement or enforceability of any of stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Transaction DocumentsAgreement or the obligations encompassed thereby; (ii) Beneficiary's waiver of or failure to enforce any provision of applicable Law the terms, covenants or regulation purporting to prohibit conditions contained in the payment by the Issuer of any amount payable by it under the Indenture and the NotesAgreement; (iii) Any release of Principal or any provision of applicable Law other guarantor from any liability with respect to the Obligations or regulation purporting to prohibit the payment by the Guarantor any portion thereof; (iv) Any release, compromise or subordination of any amount payable real or personal property then held by it under Beneficiary as security for the performance of the Obligations or any portion thereof, or any substitution with respect thereto; (v) Without in any way limiting the generality of the foregoing, if Beneficiary is awarded a judgment in any suit brought to enforce a portion of the Obligations, such judgment is not deemed to release Guarantor from its covenant to pay that portion of the Obligations which is not the subject of such suit; (vi) Beneficiary's acceptance and/or enforcement of, or failure to enforce, any other guaranties or any portion of this Guaranty; (ivvii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Beneficiary's exercise of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent rights available to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer it under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwiseAgreement; (vviii) any taking, release or amendment or waiver of, or Beneficiary's consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring reorganization or termination of the corporate structure or existence of the Issuer or the Guarantor or Principal and to any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents corresponding restructuring of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information)Obligations; (ix) Any failure to perfect or continue perfection of a security interest in any collateral that secures the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the IndentureObligations; (x) [Intentionally omitted;] and (xi) Any other act or thing or omission, or delay to do any other circumstance act or thing that might in any manner or to any extent vary the risk of Guarantor as an obligor with respect to the Obligations. (f) Guarantor agrees that upon a demand for payment under this Guaranty in accordance with Section 1 hereof, Guarantor shall pay such Obligations as are included in such demand notwithstanding any defenses, setoffs or counterclaims that Principal may allege or assert against Beneficiary with respect to the Obligations, including, without limitation, any statute of limitationsfrauds, statute of limitations and accord and satisfaction; provided that Guarantor reserves the right to assert any defenses, setoffs or counterclaims that Principal may allege or assert against Beneficiary (except for such defenses, setoffs or counterclaims as are expressly waived under other provisions of this Guaranty) in a subsequent action for recoupment, restitution or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionreimbursement. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2017 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2017 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2017 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2017 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2017 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2017 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2034 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2034 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2034 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2034 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2034 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2034 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under the Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that a Debtor will contract additional obligations and liabilities for which Guarantors may be liable hereunder after the Debtor’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or not the IndentureDebtor has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Debtor, have been made by Xxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofDebtor, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2015 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2015 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2015 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2015 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2015 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2015 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (i) any lack of validity or enforceability of any of the Transaction Documents; ; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; ; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; ; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; ; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; ; (vi) any manner of sale or other disposition of any assets of any Noteholder; ; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; ; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.7

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Xxxxxx’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by the Purchasers to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision furnishing of applicable Law any additional security to the Purchasers or regulation purporting to prohibit the payment their assignees or any acceptance thereof or any release of any security by the Issuer Purchasers or their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any amount payable by it under the Indenture and the Notes; thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofDebtor, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to the Purchasers shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its Notes the Notes, the Exchange Securities or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and Indenture, the Notes Notes, the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and Indenture, the NotesNotes or the Exchange Securities; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and Indenture, the Notes or the Exchange Securities as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of Notes, the Exchange Securities, the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or Indenture, the NotesNotes and the Exchange Securities; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s This Guaranty is an absolute, unconditional, continuing and unlimited guaranty of the full and punctual payment and performance by [Foreign Subsidiary] of its obligations under this Guaranty are absolute the Note and unconditional regardless not of their collectibility only and is in no way conditioned upon any law, regulation or order now or hereafter in effect in any jurisdiction affecting requirement that the Lender first attempt to collect any of such terms the obligations from [Foreign Subsidiary], or upon any other contingency whatsoever, and the rights Lender may proceed hereunder against the Guarantor in the first instance to collect the obligations under the Note when due, without first proceeding against [Foreign Subsidiary] or any other Person and without first resorting to any security or other means of any Noteholder under its Notes or the Indentureobtaining payment. The obligations of the Guarantor under hereunder are irrevocable, absolute and unconditional, irrespective of genuineness, validity, regularity or in respect of this Guaranty are independent enforceability of the Guaranteed Obligations obligations under the Note or any other obligations of the Issuercircumstance (except payment to, or express, written waiver, release or consent by, the Issuer’s Subsidiaries Lender) which might otherwise constitute a legal or the Guarantor’s Subsidiaries under equitable discharge of a surety or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actionsguarantor. The liability of the Guarantor under this Guaranty hereunder shall in no way be irrevocableaffected or impaired by any acceptance by the Lender of any direct or indirect security for, absolute and unconditional irrespective or other guaranties of, and the Guarantor hereby irrevocably waives obligations under the Note, or by any defenses it may now have failure, delay, neglect or hereafter acquire in any way relating to, any or all omission of the following: (i) Lender to realize upon or protect any lack of validity obligations or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law such other indebtedness, liability or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all obligation or any of the Guaranteed Obligations Note or other instruments evidencing the same or any direct or indirect security therefor, or by any approval, consent, waiver or other obligations of action taken or omitted to be taken by the Lender. Upon any other person or entity under or default by [Foreign Subsidiary] in respect the payment and performance of the Transaction Documentsobligations under the Note, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the liabilities and obligations of the Issuer under Guarantor hereunder shall become forthwith due and payable to the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Lender without demand or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition notice of any assets nature, all of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or which are expressly waived by the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation . Payments by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at be required by the Lender on any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionnumber of occasions. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2023 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2023 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2023 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2023 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2023 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2023 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute 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 Noteholder under its 2021 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2021 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2021 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2021 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2021 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2021 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations 's obligation under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s 's Subsidiaries or the Guarantor’s 's Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iviii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuancesthe extension of additional credit, any rescheduling of the Issuer’s 's obligations under the Notes of the Indenture or otherwise; (viv) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (viv) any manner of sale or other disposition of any assets of any Noteholder; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiivii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ixviii) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or; (xix) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction; or (xi) any Inconvertibility Event or Expropriation Event, whether or not such event is known to the Guarantor or the Trustee. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot such Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by any Purchaser to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to any Purchaser or its assignees or any acceptance thereof or any release of any security by it any Purchaser or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, Subsidiary Guaranty composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to any Purchaser shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2019 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2019 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2019 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2019 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2019 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2019 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute Each Guarantor guarantees that the Guarantied Obligations will be paid and unconditional performed strictly in accordance with their respective terms, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under Lender with respect thereto. Each Guarantor agrees that its Notes guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the Indentureother Lenders to any collateral, any other Person or any other security. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Guarantied Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries Borrower under or in respect of the Indenture Loan Documents and the Notes or any other document obligations of any other guarantor or agreementsurety, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other guarantor or surety or whether the Issuer Borrower or any other guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of the each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional irrespective of, and the such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any of the Transaction DocumentsGuarantied Obligations, any Loan Document or any agreement, document or instrument relating thereto; (iib) any provision of applicable Law extension or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsGuarantied Obligations, or any other amendment amendment, modification or waiver of or any consent to departure from any Transaction DocumentLoan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Guarantied Obligations, including, without limitation, any increase in the obligations Guarantied Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture additional credit to Borrower or otherwise; (vc) any taking, exchange, compromise, subordination, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuarantied Obligations; (vid) the existence of any claim, set-off, recoupment, defense or other right that Borrower or any other Person may have against any Person, including, without limitation, any Lender; (e) any order or manner of enforcement or application of any collateral, or proceeds thereof, at any time to all or any of the Guarantied Obligations, or any order or manner of sale or other disposition of any collateral for all or any of the Guarantied Obligations or any other assets of Borrower, or any Noteholderexercise of any other right or remedy available to any Lender under the Loan Documents against any collateral or other guarantor or surety; (viif) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the GuarantorBorrower; (viiig) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, or any other guarantor of or other Person liable for any of the Guarantied Obligations, or their assets or any resulting release or discharge of any obligation of Borrower, or any other guarantor of or other Person liable for any of the Guarantied Obligations; (h) any failure of the Trustee any Lender to disclose to the any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower now or any of its Subsidiaries hereafter known to such Lender (the such Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders Lenders to disclose such information); (ixi) the failure of any other person or entity Person to execute or deliver this Agreement, or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor guarantor, surety or surety obligor with respect to the Indenture;Guarantied Obligations or any part thereof; or (xj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Lender that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor Borrower or any other party; or (xi) any claim guarantor or surety other than the defense of set-off payment or other right which performance of the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) Guarantied Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by any Noteholder Lender or any other person or entity Person upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Guaranty are absolute Agreement and unconditional 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 Noteholder under its Notes or the IndentureBank with respect thereto. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Guarantor of the Guaranteed Obligations. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries any Borrower under or in respect of the Indenture this Agreement and the Notes or any other document or agreementNotes, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer any Borrower or whether the Issuer any Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any provision of the Transaction Documentsthis Agreement or any Notes or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity Borrower under or in respect of this Agreement or the Transaction DocumentsNotes, or any other amendment or waiver of or any consent to departure from any Transaction Documentthis Agreement or the Notes, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result additional credit to any Borrower or any of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture its subsidiaries or otherwise; (vc) 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 or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) 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 Borrower under this Agreement or the Notes or any other assets of any NoteholderBorrower or any of its subsidiaries; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Borrower or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantorits subsidiaries; (viiif) any failure of the Trustee Bank to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Issuer or any of its Subsidiaries Bank (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders Bank to disclose such information); (ixg) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any the Guarantor or other guarantor or surety with respect to the Indenture;Guaranteed Obligations; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Bank that might otherwise constitute a defense available to, or a discharge of, the Issuer any Borrower or the Guarantor or any other party; or (xi) any claim of set-off guarantor or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder the Bank or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2019 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2019 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2019 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2019 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2019 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2019 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2025 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2025 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2025 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2025 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2025 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2025 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the Credit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the IndentureFinancial Institution with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture each and the Notes or any other document or agreementevery particular, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantyany other Obligor, irrespective or any other Person regardless of whether any action is brought against the Issuer other Obligor or whether the Issuer any other Person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any The lack of validity or enforceability of any unenforceability of the Transaction DocumentsGuaranteed Obligations or any Credit Document (other than this Guaranty against the Guarantor) for any reason whatsoever, including that the act of creating the Guaranteed Obligations is ultra vires, that the officers or representatives executing the documents cxxxxxng the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations violate usury or other laws, or that any Obligor has defenses to the payment of the Guaranteed Obligations, including breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (iib) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any Any change in the time, manner manner, or place of payment of, or in any other term of, any of the Guaranteed Obligations, any increase, reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or other modification of the Credit Documents, or any waiver or consent granted under the Credit Documents, including waivers of the payment and performance of the Guaranteed Obligations; (c) Any release, exchange, subordination, waste, or other impairment (including negligent impairment) of any collateral securing payment of the Guaranteed Obligations; the failure of any Financial Institution or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of the collateral; the fact that any security interest, lien, or assignment related to any collateral for the Guaranteed Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other security interest, lien, or assignment; (d) Any full or partial release of any Obligor (other than the full or partial release of the Guarantor); (e) The failure to apply or the manner of applying collateral or payments of the proceeds of collateral against the Guaranteed Obligations; (f) Any change in the organization or structure of any Obligor; any change in the shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidator or dissolution; (g) The failure to give notice of any extension of credit made by any Financial Institution to any Obligor, notice of acceptance of this Guaranty, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Guaranteed Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Financial Institution's transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding any Obligor, or any other notice of any kind relating to the Guaranteed Obligations; (h) Any payment or grant of collateral by any Obligor to any Financial Institution being held to constitute a preference under bankruptcy laws, or for any reason any Financial Institution is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (j) The fact that all or any of the Guaranteed Obligations or any other obligations cease to exist by operation of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Documentlaw, including, without limitation, any increase in the obligations by way of the Issuer discharge, limitation or tolling thereof under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;applicable bankruptcy laws; and (vk) any taking, release or amendment or waiver of, or consent to departure from, any Any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that circumstances which might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligor (other than the discharge of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeGuarantor).

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2014 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2017 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2017 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2017 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2017 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2017 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2017 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot such Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other . 06/27/2005 2 guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under Each Subsidiary Notes Guarantor guarantees that the Notes shall be paid or performed strictly in accordance with the terms of the Notes and this Guaranty are absolute and unconditional Indenture, 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 Noteholder under its Notes or the IndentureHolder with respect thereto. The obligations of the each Subsidiary Notes Guarantor under or in respect of this Guaranty its Subsidiary Notes Guarantee are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries Company under or in respect of the Indenture and the Notes or any other document or agreementand this Indenture, and a separate action or actions may be brought and prosecuted against the such Subsidiary Notes Guarantor to enforce this Guarantyits Subsidiary Notes Guarantee, irrespective of whether any action is brought against the Issuer Company or any other Subsidiary Notes Guarantor or whether the Issuer Company or any other Subsidiary Notes Guarantor is joined in any such action or actions. The liability of the each Subsidiary Notes Guarantor under this Guaranty its Subsidiary Notes Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the liability and obligations of such Subsidiary Notes Guarantor hereby irrevocably waives any defenses it may now have hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter acquire affected in any way relating to, any whole or all of the followingin part by: (ia) any lack of validity or enforceability of this Indenture or the Notes with respect to the Company or any of the Transaction DocumentsSubsidiary Notes Guarantor or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsIndenture Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Documentthis Indenture, including, without limitation, including any increase in the obligations Indenture Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Company or otherwise; (vc) the failure to give notice to the Subsidiary Notes Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguarantee, for all or any of the obligations Indenture Obligations; 100 90 (e) any failure, omission, delay by or inability on the part of the Issuer under Trustee or the Holders to assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (vif) any manner change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Notes Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Notes Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Notes Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Notes Guarantor, or any of the assets of any Noteholderof them; (viig) the assignment of any changeright, restructuring title or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part interest of the Trustee or any Noteholders Holder in this Indenture or the Notes to disclose such information);any other Person; or (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xh) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Trustee or any Noteholder foregoing, that might otherwise constitute a defense available to, or a discharge of, the Issuer Company or a Subsidiary Notes Guarantor, other than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Notes Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Notes. The Subsidiary Notes Guarantee of each Subsidiary Notes Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Noteholder Holder or any other person or entity the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor Company or otherwise, all as though such payment had not been made.. Each Subsidiary Notes Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Notes Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Notes Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Notes Guarantor for the purpose of this Subsidiary Notes Guarantee. 101 91

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2016 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2016 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2016 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2016 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2016 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2020 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2020 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2020 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2020 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2020 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations 's obligation under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s 's Subsidiaries or the Guarantor’s 's Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iviii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result from the extension of further issuancesadditional credit, any rescheduling of the Issuer’s 's obligations under the Notes of the Indenture or otherwise; (viv) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (viv) any manner of sale or other disposition of any assets of any Noteholder; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiivii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ixviii) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or; (xix) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction; or (xi) any Inconvertibility Event or Expropriation Event, whether or not such event is known to the Guarantor or the Trustee. (bxii) 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute Each of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and unconditional the other Credit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party, the Administrative Agent, the Issuing Bank, any Noteholder under its Notes Lender, or the Indentureany other Credit Party with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or and are joint and several with any other obligations guarantor of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or Guaranteed Obligations in respect of the Indenture each and the Notes or any other document or agreementevery particular, and a separate action or actions may be brought and prosecuted against any Borrower, any Guarantor, any other guarantor of the Guarantor to enforce this GuarantyGuaranteed Obligations, irrespective or any other Person regardless of whether any action is brought against other Borrower, any other Guarantor, any other guarantor of the Issuer Guaranteed Obligations, or whether the Issuer any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any The unenforceability of the Transaction DocumentsGuaranteed Obligations or any Credit Document (other than this Guaranty against such Guarantor) for any reason whatsoever, including that the act of creating the Guaranteed Obligations is ultra vires, that the officers or representatives executing the documents creating the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligxxxxxs violate usury or other laws, or that the [Parent][Mexican] Borrower has defenses to the payment of the Guaranteed Obligations, including breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (iib) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any Any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations Obligations, any increase, reduction, extension, or any other obligations of any other person or entity under or in respect rearrangement of the Transaction Guaranteed Obligations, any amendment, supplement, or other modification of the Credit Documents, or any other amendment waiver or waiver of or any consent to departure from any Transaction Documentgranted under the Credit Documents, including, without limitation, any increase in the obligations including waivers of the Issuer under the Indenture payment and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any performance of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.Obligations;

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2017 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2017 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2017 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2017 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2017 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2017 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2029 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2029 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2029 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2029 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2029 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2029 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2115 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2115 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2115 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2115 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2115 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2115 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute and unconditional hereof, each of the undersigned guarantees that the Obligations will be paid strictly in accordance with the terms of the 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 Noteholder under the Company with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional indebtedness, obligations and liabilities for which Guarantor may be liable hereunder after the Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or not the IndentureCompany has properly authorized incurring such additional indebtedness, obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guarantor Documents. The liability of the undersigned under or in respect of this Guaranty are independent 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 the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision furnishing of applicable Law any additional security to the Creditor Parties or regulation purporting to prohibit the payment their assignees or any acceptance thereof or any release of any security by the Issuer Creditor Parties or their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any amount payable by it under the Indenture and the Notes; thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, 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 obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to the Creditor Parties shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2020 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2020 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2020 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2020 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2020 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute Borrower guarantees that the Subsidiary ----------------- Swing Line Obligations, Hedge Subsidiary Obligations and unconditional Subsidiary Operating Indebtedness Obligations will be paid strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes the Swing Line Lenders, the Hedge Banks or the IndentureOperating Lenders, respectively, with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty Borrower hereunder are independent of the Guaranteed Subsidiary Swing Line Obligations, Hedge Subsidiary Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, Subsidiary Operating Indebtedness Obligations and a separate action or actions may be brought and prosecuted against the Guarantor Borrower to enforce the guaranty contained in this GuarantySection 2.13, irrespective of whether any action is brought against any Subsidiary Borrower or Hedge Subsidiary or Subsidiary of the Issuer Borrower party to an Operating Indebtedness Agreement or whether the Issuer any Subsidiary Borrower or Hedge Subsidiary or such Subsidiary is joined in any such action or actions. The liability of the Guarantor Borrower under the guaranty contained in this Guaranty Section 2.13 shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction DocumentsSubsidiary Swing Line Obligations, Hedge Subsidiary Obligations, Subsidiary Operating Indebtedness Obligations or any agreement or instrument relating thereto against any Swing Line Borrower, Hedge Subsidiary, such Subsidiary of the Borrower or any other Person; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Subsidiary Swing Line Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, Hedge Subsidiary Obligations or of the Subsidiary Operating Indebtedness Obligations or any other amendment or waiver of or any consent to departure from with respect to Swing Line Advances issued for the account of a Subsidiary Borrower or with respect to Hedge Agreements entered into by any Transaction Document, Hedge Subsidiary or with respect to Operating Indebtedness Agreements entered into by any such Subsidiary of the Borrower including, without limitation, any increase in the obligations Subsidiary Swing Line Obligations resulting from the Issuance of Swing Line Advances beyond the Issuer under the Indenture aggregate limitation specified in Section 2.01 to any and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture all Subsidiary Borrowers or otherwise; (viii) 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 or agreement similar in function to this Guarantyguaranty, for all or any of the obligations Subsidiary Swing Line Obligations or of the Issuer under Hedge Subsidiary Obligations or of the Indenture or the NotesSubsidiary Operating Indebtedness Obligations; (viiv) any manner of application of collateral, or proceeds thereof, to all or any of the Subsidiary Swing Line Obligations or of the Hedge Subsidiary Obligations or of the Subsidiary Operating Indebtedness Obligations, or any manner of sale or other disposition of any collateral for all or any of the Subsidiary Swing Line Obligations or of the Hedge Subsidiary Obligations or of the Subsidiary Operating Indebtedness Obligations or any other assets of any Noteholdera Subsidiary Borrower or a Hedge Subsidiary or such Subsidiary of the Borrower; (viiv) any change, restructuring or termination of the corporate structure or existence of a Subsidiary Borrower or a Hedge Subsidiary or such Subsidiary of the Issuer or the Guarantor Borrower or any Subsidiary thereof Borrower's or any change in the name, purposes, business, capital stock (including ownership thereof) Hedge Subsidiary's or constitutive documents any such Subsidiary's lack of the Issuer corporate power or the Guarantor;authority; or (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether a third party guarantor. The guaranty provided in connection with this transaction or with any unrelated transaction. (b) This Guaranty Section 2.13 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Subsidiary Swing Line Obligations or the Hedge Subsidiary Obligations or the Subsidiary Operating Indebtedness Obligations is rescinded or must otherwise be returned by any Noteholder Swing Line Lender, Lender, any Hedge Bank or any other person or entity Operating Lender, respectively, upon the insolvency, bankruptcy or reorganization of a Subsidiary Borrower, a Hedge Subsidiary or any such Subsidiary of the Issuer or Borrower, as the Guarantor case may be, or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2016 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2016 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2016 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2016 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2016 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute 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 Noteholder under its 2024 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2024 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2024 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2024 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2024 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2024 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s Each of the Guarantors agrees that its obligations under this Guaranty are absolute 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Guarantied Obligations, the obligations of the Issuer, the Issuer’s Subsidiaries other Guarantors hereunder and any other guarantor of all or the Guarantor’s Subsidiaries under or in respect any part of the Indenture and the Notes or any other document or agreementGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guaranty, irrespective of whether or not any action is brought against the Issuer any Primary Obligor, any other Guarantor or any of such other guarantors and whether the Issuer or not any Primary Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty and the Guarantor Loan Documents securing such Guarantor's obligations under this Guaranty shall be irrevocable, absolute and unconditional unconditional, and shall not be affected or released in any way, irrespective of: (a) the validity, enforceability, avoidance, novation or subordination of any of the Guarantied Obligations, the obligations of the other Guarantors under the Loan Documents or any other guarantor of all or any part of the Guarantied Obligations or any of the Loan Documents; (b) the absence of any attempt by, or on behalf of, any Bank, the Co-Agent or the Agent to collect, or to take any other action to enforce, all or any part of the Guarantied Obligations, any obligations of any other Guarantor under the Loan Documents or the obligations of any other guarantor of all or any part of the Guarantied Obligations or any other Person; (c) the election of any remedy by, or on behalf of, any Bank, the Co-Agent or the Agent with respect to all or any part of the Guarantied Obligations, any obligations of any other Guarantor under the Loan Documents or the obligations of any other guarantor of all or any part of the Guarantied Obligations; (d) the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, any Bank, the Co-Agent or the Agent with respect to any provision of any of the Loan Documents; (e) the failure of the Agent to take any steps to perfect and the Guarantor hereby irrevocably waives any defenses it may now have maintain its security interest in, or hereafter acquire in any way relating to preserve its rights to, any security or collateral for the Guarantied Obligations, any obligations of any other Guarantor under the Loan Documents or the obligations of any other guarantor of all or any part of the following:Guarantied Obligations; (f) the election by, or on behalf of, any one or more of the Banks, the Co-Agent and the Agent, 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 Primary Obligor, 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 of the Banks, the Co-Agent or the Agent for repayment of all or any part of the Guarantied Obligations, any obligations of any other Guarantor under the Loan Documents or the obligations of any other guarantor of all or any part of the Guarantied Obligations or any expenses described in Section 1; (i) any lack refusal of validity payment by the Agent, the Co-Agent or enforceability of any Bank, in whole or in part, from any obligor or guarantor in connection with any of the Transaction DocumentsGuarantied Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any of the Guarantors; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (viij) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Loan Party, or any Subsidiary thereof modification, compounding, compromise, settlement or release by the Agent, the Co-Agent, any Bank or any change in the name, purposes, business, capital stock other Person (including ownership thereof) or constitutive documents by operation of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial law or otherwise), operations, performance, properties collection or prospects other liquidation of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement Guarantied Obligations or the release or reduction of liability of any other guarantor Loan Party, or surety with respect to of the Indenture;Collateral, in whole or in part; or (xk) any other circumstance (including, without limitation, any statute other than indefeasible payment in cash of limitationsthe Guarantied Obligations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a legal or equitable discharge or defense available toof any Primary Obligor, or a discharge of, the Issuer or the any Guarantor or any other party; or (xi) guarantor of all or any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any part of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeGuarantied Obligations.