Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder Borrower under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, foregoing shall not be released, discharged or otherwise affected byby the occurrence, one or more times, of any of the following: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with in respect to the Borrower Guaranteed Obligations or any part thereof or under any agreement relating theretoor instrument, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit this Agreement, any Swap AgreementNote, any Banking Services Agreement or any other Loan Document, including, without limitation, or any such amendment which may increase the amount of, agreement or the interest rates applicable to, instrument evidencing or relating to any of the Obligations guaranteed herebyBorrower Guaranteed Obligation; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower any Credit Party or any other guarantor of any of the Guaranteed Obligations, Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Credit Party or any other guarantor of the Guaranteed Obligations, Subsidiary or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower any Credit Party or other Subsidiary contained in any other guarantor of agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (Ee) the existence of any claim, setoff set-off or other rights which that the Guarantors Borrower may have at any time against the Borrower, any other guarantor of any of the Guaranteed ObligationsCredit Party, the Administrative Agent, any Holder Lender, any Affiliate of Guaranteed Obligations any Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, Credit Party of any of the Guaranteed Obligations or otherwise affecting any term of any of the Borrower Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lg) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsCredit Party, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 4Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations hereunder except as provided under this Section other than the irrevocable payment in Section 5full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of each of the Guarantors Trinity hereunder shall be unconditional continuing and absolute irrevocable, unconditional, absolute, primary and original and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any circumstance or condition, including, without limitation, the occurrence of any one or more of the following events: (Aa) any abatement, setoff, defense, reduction, recoupment, counterclaim, extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsLessee under the Operative Agreements, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed herebyOperative Agreements; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dc) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsLessee, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Lessee or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of Lessee contained in the Guaranteed ObligationsOperative Agreements; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Ld) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsLessee, the Administrative AgentOwner Participant, any Holder of Guaranteed Obligations the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee, the Policy Provider or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of or defense to Trinity's obligations hereunder; (e) any Guarantor’s invalidity, unenforceability, impossibility or illegality of performance of any Operative Agreement or any document related thereto or any of the Guaranteed Obligations under the Operative Agreements or any provision thereof, the absence of any action to enforce the same or waiver or consent with respect to any provision thereof; (f) any change in the time, manner or place of performance or payment of, or in any other term of, all or any of the amounts payable under any Operative Agreement or any other modification, supplement or amendment or waiver of or any consent to any departure from the terms and conditions thereof; (g) any taking, exchange, release or non-perfection of any collateral, any furnishing or acceptance of any additional security or any exchange, surrender, substitution or release of any security or any taking, release, amendment or waiver of, consent to, or departure from any other guaranty for, all or any of the Guaranteed Obligations; (h) the waiver by any Guaranty Party or any other Person of the performance or observance by Lessee of any Guaranteed Obligation or of any default in the performance or observance thereof (except to the extent that the payment or performance of any Guaranteed Obligation is waived in writing by the relevant Guaranty Party) or any extension by any Guaranty Party of the time for payment or performance and discharge by Lessee of any Guaranteed Obligation or any extension or renewal of any Guaranteed Obligation; (i) the recovery of any judgment against any Person or any action to enforce the same; (j) any failure or delay in the enforcement of the obligations hereunder except as provided of any Person under any Operative Agreement (or any other agreement) or any provision thereof; (k) any setoff, counterclaim, deduction,, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Guaranteed Obligation, and, to the extent permitted by Law, irrespective of any other circumstances that might otherwise limit recourse by or against Trinity or any other Person; (1) the obtaining, the amendment or the release of the primary or secondary obligation of any other Person, in Section 5.addition to Trinity, with respect to any Guaranteed Obligation;

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, law decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Guarantor hereby agrees that, except as hereinafter provided, and to the extent permitted by applicable law, its obligations under this Guaranty shall be unconditional, irrespective of each (a) the validity or enforceability of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations Borrower’s Liabilities or any part thereof, or of any Note or other document evidencing all or any part of the Borrower’s Liabilities, (b) the absence of any attempt to collect the Borrower’s Liabilities from the Borrower or any other guaranties guarantor or other action to enforce the same, (c) the waiver or consent by the Agent, any Lender or Lenders with respect to any provision of any instrument evidencing the Guaranteed Obligations Borrower’s Liabilities, or any part thereof, or any other obligation of any person agreement heretofore, now or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment hereafter executed by the Borrower and delivered to the Agent, the Lender or any other guarantor of the Guaranteed ObligationsLenders, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gd) the failure of by the Administrative Agent or any Lender to take any steps to perfect and maintain any its security interest in, or to preserve any its rights to, any security or collateral for the Guaranteed ObligationsBorrower’s Liabilities, if any; (He) the election by, or on behalf of, any one or more institution of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. §101 et seq.) ), as amended (the “Bankruptcy Code”), or any similar proceeding, by or against the Borrower, or the Agent’s or any Lender’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code; , (If) any borrowing or grant of a security interest by the Borrower, Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; , (Jg) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent Lenders’ claim(s) for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, changeBorrower’s Liabilities, or reaffirmation hereof; or (Lh) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, might otherwise constitute a legal or equitable discharge or defense of any Guarantor’s obligations hereunder except as provided in Section 5a guarantor.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Parties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 45, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 56.

Guaranty Unconditional. The Subject to Section 9.08 hereof, the obligations of each of the Guarantors hereunder shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (b) any modification or amendment of or supplement to this Agreement, any other Loan Document, or any failure Lender Swap Agreement; (c) any addition, release, non-perfection or omission to enforce invalidity of any rightdirect or indirect security for any obligation of the Borrowers under this Agreement, power or remedy with respect to the Guaranteed Obligations any other Loan Document, any Lender Swap Agreement, any document evidencing Bank Product Obligations, or any part thereof or any agreement relating thereto, or with respect to any obligation obligations of any other guarantor of any of the Guaranteed Obligations; (B) , or any modification action or amendment of or supplement failure to act by the Credit AgreementAdministrative Agent, any Swap Agreement, any Banking Services Agreement Lender or any other Loan Document, including, without limitation, Affiliate of any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, Lender with or without consideration, of respect to any collateral securing the Guaranteed Obligations all or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower any Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower any Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement, any other Loan Document, any Lender Swap Agreement, any Bank Product Obligations, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower any Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Loan or any other amount payable by the Guaranteed Obligations or otherwise affecting Borrowers under this Agreement, any term of other Loan Document, any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest inLender Swap Agreement, or to preserve any rights to, any security or collateral for the Guaranteed document evidencing Bank Product Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lg) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5other than the Discharge of Obligations.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Note Purchase Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Note Purchase Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, the Notes or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent Holders to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder Guarantor under the Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, in each case other than the payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen); (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; provided that the Guarantor has consented to any such modification, amendment or supplement in writing if its consent thereto is otherwise required under this Agreement or the other Loan Documents; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dc) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any of its assets, in each case other guarantor than the payment in full in cash of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any Obligations (other guarantor of any of the Guaranteed Obligationsthan contingent obligations that have not yet arisen); (Ed) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Guaranty Beneficiary or any other Person, whether in connection herewith with the Guaranty or in connection with any unrelated transactions; , provided that nothing herein in this Article IX shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fe) the enforceability unenforceability or validity invalidity of the Guaranteed Obligations or any part thereof or the lack of genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereofthereto, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, Obligations (other than any defense that the Borrower has for payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen)) for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, this Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lf) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Guaranty Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 49.02, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided under this Article IX or otherwise reduce, release, prejudice or extinguish its liability under the Guaranty, in Section 5each case other than the payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen) or performance by the Borrower of its obligations under this Agreement and the other Loan Documents.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (J) the disallowance, under Section 502 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap AgreementNote, any Banking Services Agreement Rate Management Transaction or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrendernonperfection, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect failure to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection maintain perfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, the Security Documents, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Bank or any Affiliate of any Bank with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership limited liability company or other organizational existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower any Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Bank or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower any Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services AgreementRate Management Transaction, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrowers, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable by the Guaranteed Obligations or otherwise affecting any term of any of Borrowers under the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights toCredit Agreement, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf ofNote, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Rate Management Transaction or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement agreement evidencing Rate Management Transactions or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person Person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations, any impairment or any diminution or loss of value of any security or collateral for the Loan, or any disability or other defense of Borrower or any other Guarantor; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, agreement evidencing Rate Management Transactions or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsLenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; ; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Guarantor guarantees that the obligations of the Borrower under this Agreement will be paid and performed strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guarantors hereunder obligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce its obligations under this Article VII, irrespective of whether any action or actions may be brought and prosecuted against the Borrower. The obligations of the Guarantor under this Article VII shall be unconditional and absolute and, and without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of the Borrower under this Agreement, the Notes or any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law agreement or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement instrument relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed herebyNote; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dc) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligationsits Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor assets of the Guaranteed ObligationsBorrower and its Subsidiaries; (d) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of their respective assets or consent to departure from any other guaranty, for all or any resulting release of the obligations of the Borrower hereunder or discharge under the Notes; (e) any manner of application of collateral, or proceeds thereof, to all or any of the obligations of the Borrower hereunder or under the Notes, or any manner of sale or other disposition of any obligation collateral for all or any of the obligations of the Borrower hereunder or under the Notes or any other assets of the Borrower or any other guarantor of any of the Guaranteed Obligationsits Subsidiaries; (Ef) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fg) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, of any Swap Agreement, provision or all of this Agreement or any Banking Services Agreement, any other Loan DocumentNote, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted amount payable by it under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofAgreement; or (Lh) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, Agent or the Administrative Agent, any Holder of Guaranteed Obligations Lenders or any other Person Person, or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any the Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. This Guaranty is a guaranty of payment and performance and not of collection. There are no conditions precedent to the enforcement of this Guaranty. The obligations of each of the Guarantors Guarantor hereunder shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any invalidity, illegality or unenforceability against Seller of any Transaction Agreement; (b) any modification, amendment, restatement, waiver or rescission of, or any consent to the departure from, any of the terms of the Transaction Agreements; (c) any exercise or non-exercise by Buyer of any right or privilege under any Transaction Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with in respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsObligation, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation assignment of any other guarantor of any of the Guaranteed ObligationsObligation by a Buyer; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (De) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or Seller; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Seller or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Guaranteed Obligation; (g) any requirement that Buyer exhaust any right or remedy or take any action against Seller or any other guarantor Person before seeking to enforce the obligations of any of the Guaranteed ObligationsGuarantor under this Guaranty; (Eh) the existence of any claimdefense, setoff set-off or other rights which (other than a defense of indefeasible payment and performance in full of the Guarantors Guaranteed Obligations) that Guarantor may have at any time against the BorrowerSeller, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Buyer or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Li) any other act or omission failure to act or delay of any kind by the Borrowereither Seller, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Buyer or any other Person or Person; or (j) any other circumstance whatsoever which that might, but for the provisions of this Section 42.2, constitute a legal or equitable discharge of the Guaranteed Obligations or the obligations of a Guarantor hereunder, including but not limited to all defenses of a surety (except for indefeasible payment and performance in full of the Guaranteed Obligations); provided that Guarantor may interpose and assert as defense to payment or performance hereunder any Guarantor’s defense that Seller is or would have been entitled to arising out of the breach or nonperformance by Buyer of its obligations hereunder except as provided in Section 5under the Transaction Agreements.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and each Guarantor hereby waives any defenses it may have (now or in the future) by reason of: (A) (i) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or Obligations, any part thereof or thereof, any agreement relating theretothereto (including this Guaranty), or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsGuarantor, whether (in any such case) by operation of law or otherwise, otherwise other than as a result of the indefeasible payment in full in cash of the Guaranteed Obligations; or (ii) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or Obligations, any part thereof or thereof, any agreement relating theretothereto (including this Guaranty), or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsGuarantor; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed herebyGuaranteed Obligations; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of (i) any collateral securing the Guaranteed Obligations or any part thereof, (ii) any other guaranties with respect to the Guaranteed Obligations or any part thereof, or (iii) any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Di) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or (ii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed ObligationsGuarantor, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor; (E) the existence of any claim, setoff or other rights which the Guarantors any Guarantor may have at any time against the any Borrower, any other guarantor Guarantor, or the Holders of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) (i) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or (ii) any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor Guarantor of any of the Guaranteed Obligations, for any reason reason, related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or (iii) any provision of applicable law, law decree, order or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed ObligationsGuarantor, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (KH) the failure of any other guarantor Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (LI) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor Guarantor or any Holders of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement agreement evidencing Rate Management Transactions or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person Person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations, any impairment or any diminution or loss of value of any security or collateral for the Loan, or any disability or other defense of Borrower or any other Guarantor; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, agreement evidencing Rate Management Transactions or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsLenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of Holdings, the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings, the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of Holdings, the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against Holdings, the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against Holdings, the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by Holdings, the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by Holdings or the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by Holdings, the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors Guarantor hereunder shall be unconditional unconditional, irrevocable, continuing and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (Ai) any extension, renewal, settlement, compromise, surrender, indulgence, compromiseforbearance, acceleration, waiver or release in respect of any obligation of Borrower or any Guarantor (defined under the Loan Agreement; Borrower and all Guarantors being referred to herein as a “Loan Party”) with respect to the Guaranteed Obligations Obligations, the Loan Agreement, the Note, or any part thereof or any agreement relating theretoother Loan Document, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or ; (ii) any failure or omission to enforce any right, power or remedy with respect to change in the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any terms of the Guaranteed Obligations; (B) , the Loan Agreement, the Note or any other Loan Document or any amendment or other modification or amendment of or supplement to the Credit Loan Agreement, any Swap Agreementthe Note, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; ; (Ciii) any invalidity, nonattachment, nonperfection, failure to obtain priority, release, surrender, compromiseaccept, settlementexchange, waiversubstitution, subordination subordination, enforcement or modification, with or without consideration, sale of any collateral securing part of the Collateral or any other direct or indirect security for any Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person of the Loan Parties under the Loan Agreement, the Note, any Loan Document, or entity with respect to the Guaranteed Obligations manner of the application of the proceeds of any Collateral or any part thereof, or any nonperfection or invalidity of any other direct or indirect security for the any Guaranteed Obligations; ; (Div) any change in the corporate, partnership legal or other existence, organizational structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsLoan Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed ObligationsLoan Parties, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; Loan Parties; (Ev) the existence of any setoff, claim, setoff defense, recoupment or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed ObligationsLoan Parties, the Administrative AgentLender, any Holder of Guaranteed Obligations or any other Personperson or entity, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuinenessdischarge, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed ObligationsLoan Parties, for any reason related to the Credit Loan Agreement, any Swap Agreement, any Banking Services Agreementthe Note, any other Loan Document, or any other guaranty, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by any of the Borrower Loan Parties, of the principal of or interest on the Loans or other Guaranteed Obligations under the Loan Agreement or any other guarantor Loan Document; (vii) receipt of the any additional Collateral or any other direct or indirect security for any Guaranteed Obligations, Obligations or any other obligation of any of the Guaranteed Obligations Loan Parties under the Loan Agreement, the Note, any Loan Document; or otherwise affecting (viii) any term and all defenses based on suretyship or any other applicable law, all of any which are hereby expressly waived, including without limitation all rights and defenses arising out of the Guaranteed Obligations; following, each of which is hereby waived: (Ga) an election of remedies by the Lender even though that election of remedies may have destroyed rights of subrogation and reimbursement against any Loan Party by operation of law or otherwise, (b) protections afforded to any Loan Party pursuant to antideficiency or similar laws limiting or discharging any Loan Party’s obligations to the Lender, (c) the failure to notify any Loan Party of the Administrative Agent to take disposition of any steps to perfect and maintain property securing the obligations of any security interest inLoan Party, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hd) the election bycommercial reasonableness of such disposition or the impairment, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”)however caused, of the application value of Section 1111(b)(2such property, (e) any duty of the Lender (should such duty exist) to disclose to any Loan Party any matter, fact or thing related to the business operations or condition (financial or otherwise) of any Loan Party or its affiliates or property, whether now or hereafter known by the Bankruptcy Code; Lender, (If) any borrowing defense of any Loan Party to payment, (g) the benefit of any statute of limitations in favor of Borrower or grant any Loan Party, (h) any defense based on a claim that Guarantor’s obligations hereunder are more burdensome than, or exceed those of a security interest by Borrower or any Loan Party, (i) any right to assert the doctrine of marshalling with respect to the Collateral, (j) any defense arising from Lender’s performance or lack of performance of any due diligence, monitoring or examination of the Borrower, as debtorany Collateral or any Loan Party or the exercise or non-in-possessionexercise of any right, power, privilege or remedy under Section 364 of the Bankruptcy Code; Loan Agreement, the Note or any other Loan Document, (Jk) the disallowance, under provisions of Section 502 10-7-24 of the Bankruptcy Code, of all O.C.G.A. or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change11-3-601 O.C.G.A., or reaffirmation hereof; or (L1) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsLoan Parties, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person person or entity or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s the obligations hereunder except as provided in Section 5of Guarantor hereunder.

Guaranty Unconditional. The Subject to Sections 9 and 11 hereof, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (ii) any modification or amendment of, supplement to or waiver under the Credit Agreement or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations other Loan Document or any part thereof waiver under any of the foregoing; (iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement or any agreement relating thereto, other Loan Document or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or the assets of any of their respective assets the foregoing, or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights right which the Guarantors such Subsidiary Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Credit Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransaction; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision Requirement of applicable law, decree, order or regulation of any jurisdiction Law purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of any Obligations of the Guaranteed Obligations principal of or otherwise affecting interest on the Notes or any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest other amount payable by the Borrower, as debtor-in-possession, Borrower under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Credit Agreement or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Credit Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any such Subsidiary Guarantor’s obligations hereunder hereunder, except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement agreement evidencing a Rate Management Transaction or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Secured Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, agreement evidencing a Rate Management Transaction or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed Secured Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Secured Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Secured Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement Note or any other Loan Credit Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Note, any Collateral Document, any other Credit Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Dd) any change in the corporate, partnership corporate or other legal existence, structure or ownership of the Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Principal, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Principal, or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Note on any other Loan Credit Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable under the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights toCredit Agreement, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Note or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofCredit Document; or (Lg) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s 's obligations hereunder hereunder. Notwithstanding the foregoing, the Subsidiary Guarantors do not waive defenses to the Guaranteed Obligations that are available to the Principal, except for such defenses as provided in Section 5may arise by reason of any insolvency, bankruptcy, reorganization or similar proceeding affecting the Principal.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, law decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (J) the disallowance, under Section 502 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each Guarantor hereunder are continuing, absolute and unconditional, irrespective of the Guarantors hereunder shall be unconditional and absolute and, without any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by: (Aa) any extensionamendment, renewalmodification or supplement to the Mortgage, settlementthe Note or any other Loan Document; (b) any exercise or nonexercise of or delay in exercising any right, indulgenceremedy, compromisepower or privilege under or in respect of this Guaranty, waiver the Mortgage, the Note or any other Loan Document (even if any such right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof; (c) any bankruptcy, reorganization, insolvency, arrangement, composition, assignment for the benefit of creditors or similar proceeding commenced by or against Borrower or Guarantor or any discharge, limitation, modification or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any liability of the Guaranteed Obligations, whether Borrower or Guarantor by virtue of such proceedings; (in d) any such case) by operation of law failure to perfect or otherwisecontinue perfection of, or any failure release or omission waiver of, any rights given to enforce any right, power or remedy with respect to Lender in the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor Premises as security for the performance of any of the Guaranteed Obligations; (Be) any modification extension of time for payment or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor performance of any of the Guaranteed Obligations; (Ef) the genuineness, validity or enforceability of the Loan Documents; (g) any limitation of liability of Borrower, or of any or all of the holders of ownership interests in Borrower, contained in any Loan Document; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Borrower or Guarantor or any of its respective assets; (j) the release of Borrower, or Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of Borrower’s financial condition, regardless of the existence of any claimduty to do so, setoff but not in any way implying any obligation contractual or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimotherwise to do so; (Fl) the enforceability any sale or validity other transfer of the Guaranteed Obligations Premises or any part thereof or any foreclosure by Lender on the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations Premises or any part thereof; (m) any counterclaim, recoupment, set-off, reduction or defense used in any claim Guarantor may assert or now or hereafter have against the Lender, the Borrower or Guarantor; or (n) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any obligation, or any other invalidity defense of any kind or unenforceability relating to or against the nature which Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor now has or hereafter may have against Lender, for any reason related shall be available hereunder to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, Guarantor against Lender. Guarantor acknowledges that Lender may agree that it shall not in any foreclosure proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, in respect of all or any portion of the claims Premises seek or obtain a deficiency judgment against Borrower, and that the obligations of Guarantor shall in no way be diminished or otherwise affected by the failure to seek or obtain a deficiency judgment. Notwithstanding any contrary provisions hereof, Guarantor does not waive the benefits of statutes of limitations or repose, nor the benefits of Section 51.003-51.005 of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5Texas Property Code.

Guaranty Unconditional. The Subject to applicable laws, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) except as otherwise provided in Section 10.03, any extension, renewal, settlement, indulgence, compromise, waiver or release of of, or with respect to to, the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) except as otherwise provided in Section 10.03, any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; transactions (other than a claim of payment in full of the Guaranteed Obligations), provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, this Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ig) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code; (Jh) the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Li) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever (other than a claim of payment in full of the Guaranteed Obligations), which might, but for the provisions of this Section 410.02, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsLenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors Trinity hereunder shall be unconditional continuing and absolute irrevocable, unconditional, absolute, primary and original and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any circumstance or condition, including, without limitation, the occurrence of any one or more of the following events: (Aa) any abatement, setoff, defense, reduction, recoupment, counterclaim, extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsLessee under the Operative Agreements, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed herebyOperative Agreements; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dc) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsLessee, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Lessee or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of Lessee contained in the Guaranteed ObligationsOperative Agreements; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Ld) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsLessee, the Administrative AgentOwner Participant, any Holder of Guaranteed Obligations the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee, the Policy Provider or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of or defense to Trinity's obligations hereunder; (e) any Guarantor’s invalidity, unenforceability, impossibility or illegality of performance of any Operative Agreement or any document related thereto or any of the Guaranteed Obligations under the Operative Agreements or any provision thereof, the absence of any action to enforce the same or waiver or consent with respect to any provision thereof; (f) any change in the time, manner or place of performance or payment of, or in any other term of, all or any of the amounts payable under any Operative Agreement or any other modification, supplement or amendment or waiver of or any consent to any departure from the terms and conditions thereof; (g) any taking, exchange, release or non-perfection of any collateral, any furnishing or acceptance of any additional security or any exchange, surrender, substitution or release of any security or any taking, release, amendment or waiver of, consent to, or departure from any other guaranty for, all or any of the Guaranteed Obligations; (h) the waiver by any Guaranty Party or any other Person of the performance or observance by Lessee of any Guaranteed Obligation or of any default in the performance or observance thereof (except to the extent that the payment or performance of any Guaranteed Obligation is waived in writing by the relevant Guaranty Party) or any extension by any Guaranty Party of the time for payment or performance and discharge by Lessee of any Guaranteed Obligation or any extension or renewal of any Guaranteed Obligation; (i) the recovery of any judgment against any Person or any action to enforce the same; (j) any failure or delay in the enforcement of the obligations hereunder of any Person under any Operative Agreement (or any other agreement) or any provision thereof; (k) any setoff, counterclaim, deduction,, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Guaranteed Obligation, and, to the extent permitted by Law, irrespective of any other circumstances that might otherwise limit recourse by or against Trinity or any other Person; (l) the obtaining, the amendment or the release of the primary or secondary obligation of any other Person, in addition to Trinity, with respect to any Guaranteed Obligation; (m) any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of any Operative Agreement (except to the extent that the payment or performance of any Guaranteed Obligation is waived in writing by the relevant Guaranty Party), or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof; (n) to the maximum extent permitted by Law, any other circumstance that might otherwise constitute a legal or equitable defense or discharge of a guarantor or surety with respect to any Guaranteed Obligation (other than the defense of payment or performance in full by Lessee or Trinity with respect to any Guaranteed Obligation); (o) any matter of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations or any matter of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any of the assets of Lessee or Trinity or any furnishing or acceptance of additional collateral or the release of any existing security; (p) any regulatory change or other governmental action (whether or not adverse); the partial payment or performance of the Guaranteed Obligations (whether as provided a result of the exercise of any right, remedy, power or privilege or otherwise) shall be accepted or received; or any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticality or otherwise, in Section 5the performance of the Guaranteed Obligations, or by any other act or circumstance (including, without limitation, any defect in the title to the 2004-1A SUBI Certificate) which may or might in any manner or to any. extent vary the risk of Trinity, or which would otherwise operate as a discharge of Trinity as a matter of law. Should any money due or owing under this guaranty not be recoverable from Trinity due to any of the matters specified in Sections 11.2 (a) through (p) above, then, in any such case, such money shall nevertheless be recoverable from Trinity as though Trinity were principal debtor in respect thereof and not merely a guarantor and shall be paid by Trinity forthwith.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the limited liability company, corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Collateral Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent or the Collateral Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent or the Collateral Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the Collateral Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each Guarantor hereunder are continuing, absolute and unconditional, irrespective of the Guarantors hereunder shall be unconditional and absolute and, without any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by: (Aa) any extensionamendment, renewalmodification or supplement to the Mortgage, settlementthe Note or any other Loan Document; (b) any exercise or nonexercise of or delay in exercising any right, indulgenceremedy, compromisepower or privilege under or in respect of this Guaranty, waiver the Mortgage, the Note or any other Loan Document (even if any such right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof; (c) any bankruptcy, reorganization, insolvency, arrangement, composition, assignment for the benefit of creditors or similar proceeding commenced by or against Borrower or any Guarantor or any discharge, limitation, modification or release of or with respect to liability of the Guaranteed Obligations Borrower or any part thereof Guarantor by virtue of such proceedings; (d) any failure to perfect or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwisecontinue perfection of, or any failure release or omission waiver of, any rights given to enforce any right, power or remedy with respect to Lender in the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor Premises as security for the performance of any of the Guaranteed Obligations; (Be) any modification extension of time for payment or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor performance of any of the Guaranteed Obligations; (Ef) the genuineness, validity or enforceability of the Loan Documents; (g) any limitation of liability of Borrower, or of any or all of the holders of ownership interests in Borrower, contained in any Loan Document; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Borrower or any Guarantor or any of its respective assets; (j) the release of Borrower, or any Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of Borrower’s financial condition, regardless of the existence of any claim, setoff duty to do so but not in any way implying any obligation contractual or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimotherwise to do so; (Fl) the enforceability any sale or validity other transfer of the Guaranteed Obligations Premises or any part thereof or any foreclosure by Lender on the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations Premises or any part thereof; (m) any counterclaim, recoupment, set‑off, reduction or defense used in any other invalidity claim Guarantor may assert or unenforceability relating to now or hereafter have against the Lender, the Borrower or any Guarantor; or (n) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Documentobligation, or any provision of applicable law, decree, order or regulation defense of any jurisdiction purporting to prohibit the payment by the kind or nature which Borrower or any other guarantor of the Guaranteed ObligationsGuarantor now has or hereafter may have against Lender, of shall be available hereunder to any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, Guarantor against Lender. Each Guarantor acknowledges that Lender may agree that it shall not in any foreclosure proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, in respect of all or any portion of the claims Premises seek or obtain a deficiency judgment against Borrower, and that the obligations of the Holders of Guaranteed Obligations Guarantor shall in no way be diminished or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) otherwise affected by the failure of any other guarantor to sign seek or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute obtain a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5deficiency judgment.

Guaranty Unconditional. The obligations of each of the Guarantors TLGI hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of the Borrower under this Agreement or any other guarantor Letter of Credit or the exchange, release or non-perfection of any of collateral security therefor (including, without limitation, the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to collateral pledged under the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsCollateral Trust Agreement); (Bb) any modification or amendment of or supplement to the Credit this Agreement, any Swap Letter of Credit, the Collateral Trust Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any termination of the Obligations guaranteed herebyCollateral Trust Agreement or the release of any collateral pledged thereunder; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dc) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or Borrower, any other guarantor of the Guaranteed Obligations, Subsidiary or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligationsassets; (Ed) the existence of any claim, setoff set-off or other rights which the Guarantors TLGI may have at any time against the Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Holder of Guaranteed Obligations Lender, the L/C Issuer or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided , PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fe) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, Pledgor Subsidiary for any reason related to the Credit of any provision or all of this Agreement, any Swap the Collateral Trust Agreement, any Banking Services Agreement, or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other guarantor Obligation hereunder or under any of the Guaranteed Obligations, other Loan Documents or the payment or performance by any Guarantor of any of the Guaranteed Obligations or otherwise affecting its obligations under any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofGuaranty; or (Lf) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Holder of Guaranteed Obligations Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4SECTION 5.2, constitute a legal or equitable discharge of any Guarantor’s TLGI's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to either of the Credit Agreement, any Swap Agreement, any Banking Services Agreement Agreements or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the an Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to either of the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreements any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable defense to, or discharge of of, any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (J) the disallowance, under Section 502 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty except as provided in Section 5.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap AgreementNote, any Banking Services Agreement Rate Management Transaction or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Note, the Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Principal, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Principal, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the BorrowerPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services AgreementRate Management Transaction, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable by the Guaranteed Obligations or otherwise affecting any term of any of Principal under the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights toCredit Agreement, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf ofNote, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Rate Management Transaction or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder Guarantor under this Guaranty shall be absolute and unconditional and absolute andshall remain in full force and effect until the Guaranteed Obligations shall have been paid and discharged in full, without limiting the generality of the foregoing, and such obligations shall not be releasedaffected, discharged modified or otherwise affected byimpaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect The failure to give notice to the Guaranteed Obligations Guarantor of the occurrence of an event or any part thereof default under the terms and provisions of this Guaranty or any agreement relating theretothe PILOT Agreement; (b) The waiver of the payment, performance or with respect to any obligation of any other guarantor observance by the City or the Guarantor of any of the Guaranteed Obligationsobligations, covenants or agreements of any of them contained in the PILOT Agreement, or in this Guaranty; (c) The extension of the time for payment or performance of any obligations, covenants or agreements under or arising out of the PILOT Agreement; (d) The modification or amendment (whether (in any such case) by operation of law material or otherwise) of any obligation, covenant or any failure agreement set forth in the PILOT Agreement or omission the Base Lease; (e) Any failure, omission, delay or lack on the part of the City to enforce enforce, assert or exercise any right, power or remedy with respect to conferred on the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, City in this Guaranty or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereofPILOT Agreement, or any other obligation act or acts on the part of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsCity; (Df) any change in the corporateThe voluntary or involuntary liquidation, partnership dissolution, sale or other existencedisposition of all or substantially all the assets, structure marshaling or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligationsassets and liabilities, or any receivership, insolvency, bankruptcy, reorganization assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceeding proceedings affecting the Borrower City, the Developer or the Guarantor or any other guarantor of the Guaranteed Obligationsassets of any of them, or any of their respective assets or any resulting release or discharge of any obligation contest of the Borrower or any other guarantor validity of any of the Guaranteed Obligationsthis Guaranty in such proceeding; (Eg) To the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligationsextent permitted by law, the Administrative Agentrelease or discharge, any Holder by operation of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of Guarantor from the Bankruptcy Code; (I) any borrowing performance or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure observance of any other guarantor to sign obligation, covenant or become party to agreement contained in this Guaranty or any amendment, change, or reaffirmation hereofGuaranty; or (Lh) any other act The default or omission to act or delay of any kind by the Borrower, any other guarantor failure of the Guaranteed Obligations, Guarantor to perform fully any of its obligations set forth in the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5Guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Except as set forth in Section 3.1 below, the obligations of each of the Guarantors hereunder Guarantor under this Guaranty shall be absolute and unconditional and absolute andshall remain in full force and effect, without limiting subject to termination under Section 5.4(b) below, until the generality of the foregoingGuaranteed Obligations shall have been paid and performed, or provision made for such payment and performance, and such obligations shall not be releasedaffected, discharged modified or otherwise affected byimpaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect The failure to give notice to the Guaranteed Obligations Guarantor of the occurrence of an event or any part thereof default under the terms and provisions of this Guaranty or any agreement relating theretothe Development Agreement; (b) The waiver of the payment, performance or with respect to any obligation of any other guarantor observance by the City or the Guarantor of any of the Guaranteed Obligationsobligations, covenants or agreements of any of them contained in the Development Agreement or in this Guaranty; (c) The extension of the time for payment or performance under this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Development Agreement or the extension or the renewal of either; (d) The modification or amendment (whether (in any such case) by operation of law material or otherwise) of any obligation, covenant or agreement set forth in the Development Agreement, provided that the obligations of the Guarantor are not thereby increased or expanded without its prior written consent; (e) Except as set forth in Section 3.1 below, any failure failure, omission, delay or omission lack on the part of the City to enforce enforce, assert or exercise any right, power or remedy with respect to conferred on the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereofCity in this Guaranty, or any other obligation act or acts on the part of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsCity; (Df) any change in the corporateThe voluntary or involuntary liquidation, partnership dissolution, sale or other existencedisposition of all or substantially all the assets, structure marshaling or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligationsassets and liabilities, or any receivership, insolvency, bankruptcy, reorganization assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceeding proceedings affecting the Borrower City, the Developer or the Guarantor or any other guarantor of the Guaranteed Obligationsassets of any of them, or any of their respective assets or any resulting release or discharge of any obligation contest of the Borrower or any other guarantor validity of any of the Guaranteed Obligationsthis Guaranty in such proceeding; (Eg) the existence of any claim, setoff The default or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent Guarantor to take perform fully any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for of its obligations set forth in the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seqGuaranty.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors Xerox hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of Overseas Borrower under this Agreement or any of the Guaranteed Obligationsits Notes, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed herebyNote; (Cc) any release, surrenderimpairment, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligationsany obligation of any Overseas Borrower under this Agreement or any of its Notes; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsOverseas Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Overseas Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the any Overseas Borrower contained in this Agreement or any other guarantor of any of the Guaranteed Obligationsits Notes; (Ee) the existence of any claim, setoff set-off or other rights which the Guarantors Xerox may have at any time against the any Overseas Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith with this Agreement or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Overseas Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, of this Agreement or any Swap Agreement, any Banking Services Agreement, any other Loan Documentof its Notes, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by any Overseas Borrower of the Borrower principal of or interest on any Advances made to it or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted amount payable by it under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofAgreement; or (Lg) any other act or omission to act or delay of any kind by the any Overseas Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, clause constitute a legal or equitable discharge of any Guarantor’s Xerox' obligations hereunder except as provided in Section 5under this Article 9.

Guaranty Unconditional. The Guarantor guarantees that the Guaranteed Obligations will be paid and 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 the Company with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guarantors Guaranteed Obligations 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 Company or any of its Affiliates or whether the Company or any of its Affiliates is joined in any such action or actions. The obligations of the Guarantor hereunder shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of the Company under the Lease, the Investment Agreement, or any other guarantor of any of the Guaranteed ObligationsOperative Document, whether (in any such case) by operation of law or otherwise, otherwise or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Lease, the Investment Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Operative Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Company under the Lease, the Investment Agreement, any other Operative Document or any obligations of any other guarantor of any of the Guaranteed Obligations; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower Company, or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower Company, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Company, or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the BorrowerCompany, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Lessor, any Holder of Guaranteed Obligations Lease Participant or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Investment Agreement, any other Loan DocumentOperative Document or any other guaranty of the Guaranteed Obligations, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Company, or any other guarantor of the Guaranteed Obligations, of amounts due under the Lease or any other amount payable by the Company under the Investment Agreement, or any other Operative Document, or purporting to limit the claim of the Guaranteed Obligations or otherwise affecting any term of any of Lessor against the Guaranteed Obligations; (G) Company under the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLease; or (Lg) any other act or omission to act or delay of any kind by the BorrowerCompany, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lessor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided in Section 5hereunder, including, without limitation, any failure, omission, delay or inability on the part of the Lessor or the Lease Participants to enforce, assert or exercise any right, power or remedy conferred on the Lessor or the Lease Participants under the Lease, the Investment Agreement, or any other Operative Document.

Guaranty Unconditional. The obligations of each and liabilities of the Guarantors hereunder Guarantor under this Agreement shall be unconditional absolute and unconditional, irrespective of the genuineness, validity, priority, regularity or enforceability of the Financing Agreement, any promissory note evidencing all or any part of the Obligations, or any of the other Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor expressly agrees that the Lender may, in its sole and absolute anddiscretion, without limiting the generality notice to or further assent of the foregoingGuarantor and without in any way releasing, shall not be released, discharged affecting or otherwise affected byin any way impairing the obligations and liabilities of the Guarantor hereunder: (Aa) waive compliance with, or any extensiondefaults under, renewalor grant any other indulgences under or with respect to any of the Financing Documents; (b) modify, settlementamend, indulgence, compromise, waiver change or release terminate any provisions of any of the Financing Documents; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations any promissory note evidencing all or any part thereof or any agreement relating theretoof the Obligations, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law other Financing Documents or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bd) effect any modification release, subordination, compromise or amendment of or supplement to the Credit Agreement, settlement in connection with any Swap Agreement, any Banking Services Agreement promissory note evidencing all or any other Loan Document, including, without limitation, any such amendment which may increase part of the amount of, or the interest rates applicable toObligations, any of the Obligations guaranteed herebyother Financing Documents, or any of the Obligations; (Ce) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect agree to the Guaranteed Obligations substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other obligation collateral for the Obligations or to the subordination of any person lien or entity security interest therein; (f) make advances for the purpose of performing any term, provision or covenant contained in the Financing Agreement or any of the other Financing Documents with respect to which the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsBorrower shall then be in default; (Dg) any change in the corporate, partnership or other existence, structure or ownership of make future advances to the Borrower pursuant to the Financing Agreement or any other guarantor of any of the Guaranteed Obligationsother Financing Documents; (h) assign, pledge, hypothecate or any insolvencyotherwise transfer the Financing Agreement, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed ObligationsFinancing Documents or this Agreement or any interest therein; (Ei) deal in all respects with the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether Borrower as if this Agreement were not in connection herewith or in connection with any unrelated transactionseffect; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;and (Fj) the enforceability effect any release, compromise or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or settlement with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seqanother guarantor.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors Guarantor hereunder shall be absolute, irrevocable, unconditional and absolute continuing and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:by (and, to the fullest extent permitted by applicable law, each Guarantor hereby absolutely, irrevocably and unconditionally waives any defenses (other than the defense that the Guaranteed Obligations have been Paid in Full (as defined below)) to enforcement it may now or hereafter have by reason of): (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification waiver or amendment or other modification of any Loan Document, Swap Agreement or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan DocumentAgreement, including, without limitation, any such amendment modification which may increase the amount of, or the interest rates or fees applicable to, any of the Guaranteed Obligations guaranteed herebyor change any other term of the Guaranteed Obligations; (C) any taking, exchange, release, impairment, surrender, compromise, settlement, waiver, subordination subordination, amendment or other modification, with or without consideration, of any present or future security or collateral securing for the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct present or indirect future security or collateral for the Guaranteed Obligations or any part thereof; (D) any manner of sale, disposition or application of proceeds of any present or future security or collateral for the Guaranteed Obligations or any part thereof, or of any other assets, to all or part of the Guaranteed Obligations; (DE) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets assets, or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed Obligations; (EF) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (FG) the illegality or lack of enforceability or validity of the Guaranteed Obligations or any part thereof or the illegality or lack of genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral now or at any time hereafter securing the Guaranteed Obligations or any part thereof, or any other illegality, invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, Swap Agreement or Banking Services Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any such other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (GH) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any present or future security or collateral for the Guaranteed ObligationsObligations or any part thereof, if any; (HI) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document, Swap Agreement or Banking Services Agreement or otherwise; (J) the failure of any Secured Party to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any other guarantor of any of the Guaranteed Obligations now or hereafter known to such Secured Party; each Guarantor hereby absolutely, irrevocably and unconditionally waiving any duty of the Administrative Agent and any other Secured Party to disclose such information; (K) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Parties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (such statute and any successor statute, as in effect from time to time, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (IL) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (JM) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent or any other Secured Party for repayment of all or any part of the Guaranteed Obligations; (KN) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (LO) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty except as provided in Section 5.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement, any Agreement Obligations or Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed herebyObligations; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower any Debtor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Debtor, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower any Debtor, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrowerany Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower any Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of applicable law, decree, order Applicable Law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or otherwise affecting any term of other amount payable by any of Debtor under the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights toCredit Agreement, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all other Loan Document or any portion of the claims of the Holders of Guaranteed agreement relating to any Swap Agreement Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Banking Services Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lvii) any other act or omission to act or delay of any kind by the Borrowerany Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any the Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations Indebtedness or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsIndebtedness, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations Indebtedness or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsIndebtedness; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations Guaranteed Indebtedness guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations Indebtedness or any part thereof, any other guaranties with respect to the Guaranteed Obligations Indebtedness or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations Indebtedness or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsIndebtedness; (Div) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed ObligationsIndebtedness, or any of their respective assets or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed ObligationsIndebtedness, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations Indebtedness or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations Indebtedness or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed ObligationsIndebtedness, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed ObligationsIndebtedness; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed ObligationsIndebtedness, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Indebtedness, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed ObligationsIndebtedness; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed ObligationsIndebtedness, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder Holdings under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of the Borrower under this Credit Agreement or any other guarantor of any of the Guaranteed ObligationsCredit Document, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the this Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Credit Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrenderimpairment, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Guaranteed ObligationsBorrower under this Credit Agreement or any other Credit Document; (Dd) any change in the corporate, partnership or other organizational existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower contained in this Credit Agreement or any other guarantor of any of the Guaranteed ObligationsCredit Document; (Ee) the existence of any claim, setoff set-off or other rights which the Guarantors Holdings may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuinenessillegality, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower for any reason of this Credit Agreement or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the Borrowing by the Borrower or the payment by the Borrower of the principal of or interest on the Loans or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted amount payable by it under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all this Credit Agreement or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofCredit Document; or (Lg) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4clause (g), constitute a legal or equitable discharge of any Guarantor’s Holdings’ obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall Guarantor under the Guaranty shall, from and after the Fox Acquisition Closing Date, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, in each case other than the payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen); (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; provided that the Guarantor has consented to any such modification, amendment or supplement in writing if its consent thereto is otherwise required under this Agreement or the other Loan Documents; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dc) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any of its assets, in each case other guarantor than the payment in full in cash of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any Obligations (other guarantor of any of the Guaranteed Obligationsthan contingent obligations that have not yet arisen); (Ed) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Guaranty Beneficiary or any other Person, whether in connection herewith with the Guaranty or in connection with any unrelated transactions; , provided that nothing herein in this Article IX shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fe) the enforceability unenforceability or validity invalidity of the Guaranteed Obligations or any part thereof or the lack of genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereofthereto, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, Obligations (other than any defense that the Borrower has for payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen)) for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, this Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lf) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Guaranty Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 49.02, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided under this Article IX or otherwise reduce, release, prejudice or extinguish its liability under the Guaranty, in Section 5each case other than the payment in full in cash of the Guaranteed Obligations (other than contingent obligations that have not yet arisen) or performance by the Borrower of its obligations under this Agreement and the other Loan Documents.

Guaranty Unconditional. The duties and obligations of each of the Guarantors Guarantor hereunder shall will be unconditional absolute, continuing and absolute and, without unconditional. Without limiting the generality of the foregoing, shall this Guaranty will not be released, discharged or otherwise affected by: (Aa) any extension, renewal, compromise, settlement, indulgence, compromise, waiver or release of any of the Liabilities of any other maker, endorser or with respect guarantor (each of the foregoing sometimes herein referred to as a "Party") under any instrument or document evidencing, guaranteeing or securing any of the Liabilities including without limitation the Note, the Pledge and Security Agreement, this Guaranty and the Settlement Agreement (collectively, the "Settlement Documents"); (b) any amendment, modification or supplement to the Guaranteed Obligations Note, the Pledge and Security Agreement, the Settlement Agreement or any part thereof or other Settlement Document; (c) any agreement relating thereto, or failure to perfect a lien granted by any of the Settlement Documents with respect to any obligation of the Pledged Collateral (as defined in the Pledge and Security Agreement), the release of any other guarantor such lien or the substitution or exchange of any security for any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsLiabilities; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporatestructure, partnership or other existence, structure existence or ownership of the Borrower Debtor or any other guarantor the filing or entry of any of the Guaranteed Obligations, or a final order in any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Debtor or its assets or releasing any other guarantor of the Guaranteed Obligations, or Party from any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of its obligations under any of the Guaranteed ObligationsSettlement Documents; (Ee) the existence of any claim, setoff set-off or other rights which right that the Guarantors Guarantor may have at any time against the BorrowerDebtor, the Corporation or any other guarantor Party, whether arising from the execution of any of the Guaranteed ObligationsSettlement Documents or otherwise, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing contained herein shall will prevent the assertion of any such a claim by in a separate suit or compulsory counterclaimsuit; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligationsunenforceability, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligationsreason, of any of the Guaranteed Obligations duties or otherwise affecting obligations of any term of Party under any of the Guaranteed ObligationsSettlement Documents; (Gg) the Corporation selling, exchanging, releasing, surrendering, realizing upon or otherwise dealing with or in any manner and in any order any collateral or security at any time held by or available to the Corporation for any Liability, or for the obligation of the Guarantor, or for the obligation of any person secondarily or otherwise liable for any of the Liabilities; (h) the failure of the Administrative Agent Corporation: (i) to take file or enforce a claim against any steps other Party (or its estate in a bankruptcy or other proceeding); (ii) to perfect and maintain give notice of the creation or incurring by any security interest in, Party of any new or additional indebtedness or obligation with respect to a Liability or under the Settlement Documents; (iii) to commence any action against any Party; (iv) to disclose to the Guarantor any facts that the Corporation may now or hereafter know with regard to the Debtor; or (v) to proceed with due diligence to collect any amount due to it under any of the Settlement Documents or to preserve realize upon any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLiability; or (Li) any other act or omission act, failure to act or delay of any kind by the BorrowerDebtor, any other guarantor of Party or the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which Corporation that might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any the Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to applicable laws, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) except as otherwise provided in Section 8.3, any extension, renewal, settlement, indulgence, compromise, waiver or release of of, or with respect to to, the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) except as otherwise provided in Section 8.3, any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; transactions (other than a claim of payment in full of the Guaranteed Obligations), provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, this Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ig) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code; (Jh) the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Li) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever (other than a claim of payment in full of the Guaranteed Obligations), which might, but for the provisions of this Section 48.2, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Transaction Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower Company or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the BorrowerCompany, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Company or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Note Purchase Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, the Notes or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Company or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent Beneficiaries to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the BorrowerCompany, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the BorrowerCompany, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofhereof by or with any other guarantor; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Except as otherwise provided in Section 2 of this Agreement, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations Indebtedness or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsIndebtedness, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations Indebtedness or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsIndebtedness; (Bii) any modification or amendment of or supplement to the Credit Third Lien Term Loan Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations Guaranteed Indebtedness guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations Indebtedness or any part thereof, any other guaranties with respect to the Guaranteed Obligations Indebtedness or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations Indebtedness or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsIndebtedness; (Div) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed ObligationsIndebtedness, or any of their respective assets or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed ObligationsIndebtedness, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations Indebtedness or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations Indebtedness or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness, for any reason related to the Credit Third Lien Term Loan Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed ObligationsIndebtedness, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed ObligationsIndebtedness; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed ObligationsIndebtedness, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Indebtedness, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed ObligationsIndebtedness; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed ObligationsIndebtedness, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement Indenture or any other Loan Documentthe Securities, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Company, such Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, such Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Company, such Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations; (iv) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Company, any other guarantor of any of the Guaranteed Obligations, the Trustee, any Holder or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (v) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the collateral, if any, securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Company, such Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Indenture, the Securities or any provision of applicable law or regulation purporting to prohibit the payment of any of the Guaranteed Obligations by the Company, such Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations; (vi) the failure of the Trustee to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (vii) the election by, or on behalf of, any one or more of the Holders, in any proceeding instituted under Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (viii) any borrowing or grant of a security interest by the Company, such Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations as debtor-in-possession, under Section 364 of the Bankruptcy Code; (ix) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders or the Trustee for repayment of all or any part of the Guaranteed Obligations; (x) the failure of any other Subsidiary Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; (xi) any other act or omission to act or delay of any kind by the Company, such Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereunder; or (xii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Subject to SECTION 8 hereof, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided , PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gg) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hh) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsLenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”"BANKRUPTCY CODE"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ii) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jj) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kk) the failure of any other guarantor Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Ll) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section SECTION 4, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, law decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement Note or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any other Loan Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services AgreementNote, any other Loan Document, Document or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Note or any other Loan Document; (vii) any law, regulation or order of the Guaranteed Obligations any jurisdiction, or otherwise any other event affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Obligation or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLender’s rights with respect thereto; or (Lviii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any agreement evidencing a Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsLenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower Borrower, the General Partner or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, the General Partner or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower Borrower, the General Partner or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, the General Partner, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereofthereto, or any other invalidity or unenforceability relating to or against the Borrower Borrower, the General Partner or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, the General Partner or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hvii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsParties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iviii) any borrowing or grant of a security interest by the BorrowerBorrower or the General Partner, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jix) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kx) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxi) any other act or omission to act or delay of any kind by the Borrower, the General Partner, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any the Guarantor’s 's obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each Guarantor hereunder are continuing, absolute and unconditional, irrespective of the Guarantors hereunder shall be unconditional and absolute and, without any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by: (Aa) any extensionamendment, renewalmodification or supplement to the Mortgage, settlementthe Note or any other Loan Document; (b) any exercise or nonexercise of or delay in exercising any right, indulgenceremedy, compromisepower or privilege under or in respect of this Guaranty, waiver the Mortgage, the Note or any other Loan Document (even if any such right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof, (c) any bankruptcy, reorganization, insolvency, arrangement, composition, assignment for the benefit of creditors or similar proceeding commenced by or against Borrower or Guarantor or any discharge, limitation, modification or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any liability of the Guaranteed Obligations, whether Borrower or Guarantor by virtue of such proceedings; (in d) any such case) by operation of law failure to perfect or otherwisecontinue perfection of, or any failure release or omission waiver of, any rights given to enforce any right, power or remedy with respect to Lender in Borrower's Premises as security for the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor performance of any of the Guaranteed Obligations; (Be) any modification extension of time for payment or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor performance of any of the Guaranteed Obligations; (Ef) the genuineness, validity or enforceability of the Loan Documents; (g) any limitation of liability of Borrower, or of any or all of the holders of ownership interests in Borrower, contained in any Loan Document; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Borrower or Guarantor or any of its respective assets; (j) the release of Borrower, or Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of Borrower's financial condition, regardless of the existence of any claim, setoff duty to do so but not in any way implying any obligation contractual or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimotherwise to do so; (Fl) the enforceability any sale or validity other transfer of the Guaranteed Obligations Borrower's Premises or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations foreclosure by Lender on Borrower's Premises or any part thereof; (m) any counterclaim, recoupment, set-off, reduction or defense used in any other invalidity claim Guarantor may assert or unenforceability relating to now or hereafter have against the Lender, the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofGuarantor; or (Ln) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever circumstances which might, but for the provisions of this Section 4, might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any Guarantor’s obligation, or any defense of any kind or nature which Borrower or Guarantor now has or hereafter may have against Lender, shall be available hereunder to Guarantor against Lender. Guarantor acknowledges that Lender may agree that it shall not in any foreclosure proceeding in respect of all or any portion of Borrower's Premises seek or obtain a deficiency judgment against Borrower, and that the obligations hereunder except as provided of Guarantor shall in Section 5no way be diminished or otherwise affected by the failure to seek or obtain a deficiency judgment.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with in respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to of any obligation of any other guarantor of Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap AgreementNote, any Banking Services Agreement Rate Management Transaction or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed ObligationsBorrower, or any of their respective Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower Borrower, or any other guarantor of any of the Guaranteed ObligationsGuarantor; (Ev) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Holder Lender, any Affiliate of Guaranteed Obligations any of them, or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor Guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services AgreementRate Management Transaction, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”)Guarantor, of the application principal of Section 1111(b)(2) of the Bankruptcy Code; (I) or interest on any borrowing Note or grant of a security interest any other amount payable by the BorrowerBorrower under the Agreement, as debtor-in-possessionany Note, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all any Rate Management Transaction or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Holder Lender, any Affiliate of Guaranteed Obligations any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to applicable laws, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) except as otherwise provided in Section 11.3, any extension, renewal, settlement, indulgence, compromise, waiver or release of of, or with respect to to, the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services this Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) except as otherwise provided in Section 11.3, any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; transactions (other than a claim of payment in full of the Guaranteed Obligations), provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, this Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ig) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code; (Jh) the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Li) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever (other than a claim of payment in full of the Guaranteed Obligations), which might, but for the provisions of this Section 411.2, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this guaranty.

Guaranty Unconditional. The Subject to Section 9.15 of the Credit Agreement, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Secured Cash Management Agreement, any Banking Services Secured Hedge Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Secured Cash Management Agreement, any Banking Services Agreement, any other Loan Document, Secured Hedge Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations Obligation or otherwise affecting any term of any of the Guaranteed Obligations; (Gg) the failure of the Administrative Agent or the Collateral Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hh) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Parties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ii) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jj) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kk) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Ll) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever (other than payment in full of the Secured Obligations) which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors Xxxxxx hereunder shall be unconditional and absolute (subject to the provisions of SECTION 3 above) and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Hedging Agreement, any Banking Services Agreement Note, or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Secured Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Xxxxxx may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Secured Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided , PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Hedging Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed Secured Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Secured Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the Agent's or any Lender's failure to diligently preserve the Borrower's or any other guarantor's liability under any Loan Document or to bring an action to enforce collection of any other guarantor amounts owing under any Loan Document; (xii) the Guaranty being deemed invalid or unenforceable as to sign or become against any party hereto; (xiii) the Borrower's entry into any Loan Document is found to this Guaranty or be ULTRA XXXXX, any amendment, changeAuthorized Officer acting on the Borrower's behalf with regard to any Loan Document is found to have acted beyond the scope of such Authorized Officer's authority, or reaffirmation hereofthe Loan Documents are found to be unenforceable against the Borrower for any other reason; or (Lxiv) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Secured Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section SECTION 4, constitute a legal or equitable discharge of any Guarantor’s of Xxxxxx'x obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors Parent Guarantor hereunder shall shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement Note or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting it or the Borrower US Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of it or the Borrower US Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors it may have at any time against the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by it or the Borrower US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable by it or the Guaranteed Obligations or otherwise affecting US Borrower under the Credit Agreement, any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest inNote, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s its obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which that may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which that the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each Subject to the terms of the Guarantors hereunder Credit Agreement, the obligations and liabilities of the Guarantor under this Agreement shall be unconditional absolute and unconditional, irrespective of the genuineness, validity, priority, regularity or enforceability of the Credit Agreement, any promissory note evidencing all or any part of the Secured Obligations, or any of the other Loan Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor expressly agrees that the Lender may, in its sole and absolute anddiscretion, without limiting the generality notice to or further assent of the foregoingGuarantor and without in any way releasing, shall not be released, discharged affecting or otherwise affected byin any way impairing the obligations and liabilities of the Guarantor hereunder: (Aa) waive compliance with, or any extensiondefaults under, renewalor grant any other indulgences under or with respect to any of the Loan Documents; (b) modify, settlementamend, indulgence, compromise, waiver change or release terminate any provisions of any of the Loan Documents; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations any promissory note evidencing all or any part thereof or any agreement relating theretoof the Secured Obligations, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law other Loan Documents or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Secured Obligations; (Bd) effect any modification release, subordination, compromise or amendment of or supplement to the Credit Agreement, settlement in connection with any Swap Agreement, any Banking Services Agreement promissory note evidencing all or any other Loan Document, including, without limitation, any such amendment which may increase part of the amount of, or the interest rates applicable toSecured Obligations, any of the Obligations guaranteed herebyother Loan Documents, or any of the Secured Obligations; (Ce) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect agree to the Guaranteed Obligations substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other obligation collateral for the Secured Obligations or to the subordination of any person lien or entity security interest therein; (f) make advances for the purpose of performing any term, provision or covenant contained in the Credit Agreement or any of the other Loan Documents with respect to which the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsBorrower shall then be in default; (Dg) any change in the corporate, partnership or other existence, structure or ownership of make future advances to the Borrower pursuant to the Credit Agreement or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed ObligationsLoan Documents; (Eh) the existence of any claimassign, setoff pledge, hypothecate or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to otherwise transfer the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other of the Loan Document, Documents or this Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligationsinterest therein; (Gi) deal in all respects with the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, Borrower as if any;this Agreement were not in effect; and (Hj) the election byeffect any release, compromise or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seqsettlement with another guarantor.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to the Loan Agreement; (iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Loan Agreement, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation obligations of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase action or failure to act by the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, City with or without consideration, of respect to any collateral securing the Guaranteed Obligations all or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations City or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Loan Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of any the principal of or interest on the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest other amount payable by the Borrower, as debtor-in-possession, Borrower under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Agreement; or (Lvii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations City or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5hereunder, other than the full, final and irrevocable payment of the obligations of the Borrower arising under the Loan Agreement.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, law decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Loan Agreement, any Swap Agreement, any Banking Services Agreement the Senior Secured Convertible Notes or any other Loan Guaranteed Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Parties or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Loan Agreement, any Swap Agreement, any Banking Services Agreement, the Senior Secured Convertible Notes or any other Loan Guaranteed Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of by the Holders of Guaranteed ObligationsAgent, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations other Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty. Notwithstanding the terms of this Section 3, each Guarantor does not waive its right to any release or discharge in connection with the payment in full of the Guaranteed Obligations pursuant to Section 4, subject to the reinstatement provisions set forth in Section 54, and the failure of the Agent to provide such Guarantor notice that payment or performance of the Guaranteed Obligations is owed under this Guaranty.

Guaranty Unconditional. The This is a guaranty of payment and not of collection, and the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any obligation of the Guaranteed Obligations or any part thereof or any agreement relating thereto, or Debtor with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsObligation, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; ; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, document evidencing any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; Obligation; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations; any Obligation or any release of any other guarantor of any Obligation; (Div) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed ObligationsDebtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Debtor or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting disallowance, release or discharge of any obligation of the Borrower all or any other guarantor portion of any of the Guaranteed Obligations; Obligation; (Ev) the existence of any claim, setoff set-off or other rights right which the Guarantors any guarantors may have at any time against the BorrowerDebtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Beneficiary or any other Personcorporation or person, whether in connection herewith or in connection with any unrelated transactionstransaction; provided provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan DocumentObligation, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or any enforce a claim against the Debtor or its estate (in a bankruptcy or other guarantor proceeding), (B) to give notice of the Guaranteed Obligationsexistence, creation or incurring by the Debtor of any of new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Guaranteed Obligations Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or otherwise affecting any term of any of hereafter know with regard to the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest inDebtor, or (E) to preserve proceed with due diligence in the collection, protection or realization upon any rights to, collateral securing any security or collateral for the Guaranteed Obligations, if any; Obligation; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lviii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed ObligationsDebtor, the Administrative AgentBeneficiary, any Holder of Guaranteed Obligations or any other Person person; or (ix) any other circumstance whatsoever which that might, but for the provisions of this Section 4clause, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement Note or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable by the Guaranteed Obligations Parent or otherwise affecting the US Borrower under the Credit Agreement, any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest inNote, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereofthereto, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hvii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsParties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iviii) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jix) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kx) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxi) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each WWI under this ARTICLE VIII shall be construed as a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until the Final Termination Date. WWI guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Guarantors agreement, instrument or document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any of the Lenders with respect thereto. The liability of WWI hereunder shall be absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (Aa) any extensionlack of validity, renewallegality or enforceability of this Agreement, settlementthe Notes, indulgencethe TLCs, compromise, waiver or release of or any Rate Protection Agreement with respect to the Guaranteed Obligations a Lender or any part thereof other Loan Document or any other agreement or instrument relating theretoto any thereof; (b) any change in the time, manner or place of payment of, or with respect to any obligation of in any other guarantor of term of, all or any of the Guaranteed Obligations, whether (in or any such case) by operation of law compromise, renewal, extension, acceleration or otherwiserelease with respect thereto, or any failure other amendment or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations waiver of or any part thereof consent to departure from this Agreement, the Notes, the TLCs, any Rate Protection Agreement with a Lender or any agreement relating theretoother Loan Document; (c) any addition, exchange, release or non-perfection of any collateral, or with respect any release or amendment or waiver of or consent to any obligation of departure from any other guarantor of guaranty, for all or any of the Guaranteed Obligations; (Bd) the failure of the Administrative Agent or any modification Lender (i) to assert any claim or amendment demand or to enforce any right or remedy against the SP1 Borrower, any other Obligor or any other Person (including any other guarantor) under the provisions of or supplement to the Credit this Agreement, any Swap AgreementNote, any Banking Services TLC, any Rate Protection Agreement with a Lender or any other Loan DocumentDocument or otherwise, including, without limitation, or (ii) to exercise any such amendment which may increase the amount right or remedy against any other guarantor of, or the interest rates applicable tocollateral securing, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the existence terms of this Agreement, any claimNote, any TLC, any Rate Protection Agreement with a Lender or any other Loan Document; (f) any defense, setoff or other rights counterclaim which the Guarantors may have at any time be available to or be asserted by any Obligor against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Agent or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimLender; (Fg) the enforceability any reduction, limitation, impairment or validity termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and WWI hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any part thereof other event or the genuinenessoccurrence affecting, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofotherwise; or (Lh) any other act circumstance which might otherwise constitute a defense available to, or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of of, WWI, any Guarantor’s obligations hereunder except as provided in Section 5other Obligor or any surety or guarantor.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or Agreementor any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (LI) any other act (other than payment or performance) or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Related Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability enforceability, legality or validity of the Guaranteed Obligations or any part thereof or the genuineness, legality, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other illegality, invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Related Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent any Holder of Obligations to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possessiondebtor‑in‑possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders any Holder of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor or any other Person to sign or become party to this Guaranty Guaranty, any other guaranty or agreement or any amendment, change, or reaffirmation hereofhereof or thereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of each such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith whole or in connection with part, by any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit action or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this Section 4Guaranty, constitute be deemed a legal or equitable discharge of a Guarantor or surety or guarantor, or by reason of any Guarantor’s obligations hereunder except as provided in Section 5waiver, omission of the Trustee or the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Trustee or the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Company, the Trustee, and the Holders, or any of them, or any other Guarantor or guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations, other than as a result of the irrevocable and indefeasible payment in full in cash of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Term Loan Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Dd) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower Borrower, the General Partner or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, the General Partner or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower Borrower, the General Partner or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, the General Partner, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereofthereto, or any other invalidity or unenforceability relating to or against the Borrower Borrower, the General Partner or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Term Loan Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, the General Partner or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hg) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsParties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ih) any borrowing or grant of a security interest by the BorrowerBorrower or the General Partner, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Ji) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kj) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lk) any other act or omission to act or delay of any kind by the Borrower, the General Partner, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any the Guarantor’s obligations hereunder except as provided in Section 5or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:by (unless released from its obligations pursuant to Section 25): (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the such Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5.

Guaranty Unconditional. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, if any, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender with respect thereto. The obligations of each of the Guarantors hereunder Company under this Guaranty shall be unconditional unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower under this Agreement, whether (in any such case) by operation of law or otherwise; (b) any change in the time, manner or place of payment of, or in any failure other term of, all or omission to enforce any right, power or remedy with respect to of the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation other obligations of any other guarantor of any Subsidiary Borrower under or in respect of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit AgreementLoan Documents, any Swap Agreement, any Banking Services Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any such amendment which may increase in the amount of, Guaranteed Obligations resulting from the extension of additional credit to any Subsidiary Borrower or the interest rates applicable to, any of the Obligations guaranteed herebyits Subsidiaries or otherwise; (Cc) any taking, exchange, release, surrenderimpairment, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection non-perfection or invalidity or unenforceability of any direct or indirect security for any obligation of any Subsidiary Borrower under the this Agreement or any taking, release, reduction of liability or amendment or waiver of, consent to departure from, failure of any other Person to execute or deliver or invalidity or unenforceability of, any other guaranty or surety for all or any of the Guaranteed Obligations; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the any Subsidiary Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary thereof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Subsidiary Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligationscontained in this Agreement; (Ee) the existence of any claim, setoff set-off or other rights which the Guarantors Company may have at any time against the any Subsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Beneficiary or any other Personentity, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the any Subsidiary Borrower for any reason of this Agreement or any other guarantor of any of the Guaranteed Obligations, for any reason related Loan Document to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, which it is a party or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the any Subsidiary Borrower of principal or interest on any Advance made, or any other guarantor of the Guaranteed Obligationsamount payable, of pursuant to this Agreement or any of the Guaranteed Obligations other Loan Document to which it is a party; or otherwise affecting any term of any of the Guaranteed Obligations;95 (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lg) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantoror defense to the Company’s obligations hereunder except as provided hereunder. The obligations of the Company under or in Section 5respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Subsidiary Borrower under or in respect of the Loan Documents, and a separate action or actions may be brought and pursued against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Subsidiary Borrower or whether any Subsidiary Borrower is joined in any such action or actions.

Guaranty Unconditional. The obligations of each Guarantor hereunder are continuing, absolute and unconditional, irrespective of the Guarantors hereunder shall be unconditional and absolute and, without any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, amd shall not be released, discharged discharged, abated, impaired or otherwise in any way affected by: (Aa) any amendment, modification, extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of renewal or supplement to the Credit Agreement, Lease or any Swap Agreement, termination of the Lease or any Banking Services Agreement interest therein; (b) any assumption by any party of Tenant’s or any other Loan Documentparty’s obligations under, or Tenant’s or any other party’s assignment of any of its interest in, the Lease; (c) any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any such amendment which may increase the amount ofso-called self-help remedies, or the interest rates applicable toany waiver, any of the Obligations guaranteed hereby; (C) any release, surrenderconsent, compromise, settlement, waiverindulgence or other action or inaction in respect thereof; (d) any change in the financial condition of Tenant, subordination the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, Tenant or Guarantor or any of their assets or any impairment, modification, with release or without considerationlimitation of liability of Landlord, Tenant or Guarantor or their respective estates in bankruptcy or of any collateral securing remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other similar statute or from the decision of any court; (e) any extension of time for payment or performance of the Guaranteed Obligations or any part thereof; (f) the genuineness, invalidity air unenforceability of all or any portion or provision of the Lease; (g) any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of Tenant in any bankruptcy or other proceeding; (h) the release or discharge of or accord and satisfaction with of Tenant or any other guaranties with respect person or entity from performance or observation of any of the agreements, covenants, terms or conditions contained in the Lease by operation of law or otherwise; (i) the failure of Landlord to keep Guarantor advised of Tenant’s financial condition, regardless of the existence of any duty to do so; (j) any assignment by Landlord of all of Landlord’s right, title and interest in, to and under the Lease and/or this Guaranty as collateral security for any Loan; (k) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any part thereofor all of the obligations, covenants or any other obligation agreements of any person or entity with respect to Tenant under the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity Lease (except by payment in full of any direct or indirect security for the all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations); (Dl) any change in the corporate, partnership default or other existence, structure or ownership failure of the Borrower or any other guarantor of Guarantor fully to perform any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligationsits obligations set forth in this Guaranty; (Em) the existence of any claimactual, setoff purported or attempted sale, assignment or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any transfer by Landlord of the Guaranteed Obligations, Lease or the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations Leased Premises or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto of its rights, interests or obligations thereunder; (n) any merger or consolidation Tenant into or with respect to any collateral securing the Guaranteed Obligations or any part thereofother entity, or any sale, lease, transfer or other disposition of any or at of Tenant’s assets or any sale, transfer or other disposition of any or all of the shares of capital stock or other securities of Tenant or any affiliate of Tenant to any other person or entity; (o) Tenant’s failure to obtain, protect, preserve or enforce any rights in or to the Lease or the Leased Premises or any interest therein against any party or the invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofsuch rights; or (Lp) any other act event, action, omission or omission circumstances which might in any manner or to act any extent impose any risk to Guarantor or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, might otherwise constitute a legal or equitable release or discharge of a guarantor or surety; all of which may be given or done without notice to, or consent of, Guarantor. No setoff, claim, reduction or diminution of any Guarantor’s obligations obligation, or any defense of any kind or nature which Tenant or Guarantor now has or hereafter may have against Landlord shall be available hereunder except as provided in Section 5to Guarantor against Landlord.

Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement Note or any other Loan Credit Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Note, any Collateral Document, any other Credit Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Dd) any change in the corporate, partnership corporate or other legal existence, structure or ownership of the Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Principal, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Principal, or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, Note on any other Loan Credit Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable under the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights toCredit Agreement, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Note or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofCredit Document; or (Lg) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereunder hereunder. Notwithstanding the foregoing, the Subsidiary Guarantors do not waive defenses to the Guaranteed Obligations that are available to the Principal, except for such defenses as provided in Section 5may arise by reason of any insolvency, bankruptcy, reorganization or similar proceeding affecting the Principal.

Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap Note, any Cash Management Agreement, any Banking Services Lender Swap Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any Obligation, or any action or failure to act by the Agent, any Secured Party or any Affiliate of any Secured Party with respect to any collateral securing all or any part of the Guaranteed Obligations; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the Parent, any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent, any other Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Parent, any Borrower or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent, any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Parent, any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Note, any Cash Management Agreement, any Banking Services Agreement, Lender Swap Agreement or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Parent, any Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Credit Parties in respect of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hg) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Parties, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (such statute and any successor statute, as in effect from time to time, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Ih) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Ji) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Agent or the Administrative Agent any other Secured Party for repayment of all or any part of the Guaranteed Obligations; (Kj) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lk) any other act or omission to act or delay of any kind by the Parent, any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s of Subsidiary Guarantors’ obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to SECTION 8 hereof, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided , PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsLenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any of the Holders of Guaranteed Obligations Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (Kxi) the failure of any other guarantor Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap AgreementNote, any Banking Services Agreement Rate Management Transaction or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services AgreementRate Management Transaction, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the Borrower of or interest on any of Note or any other amount payable by the Guaranteed Obligations or otherwise affecting Borrower under the Credit Agreement, any term of Note, any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest inRate Management Transaction, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lvii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, and to the extent permitted by applicable law, shall not be released, discharged or otherwise affected by: (Aa) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any performance of the Guaranteed Obligations; (Bb) any modification or amendment of or supplement to the Credit Agreement, any Swap AgreementNote, any Banking Services Agreement Rate Management Transaction or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Cc) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, the Collateral Documents, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (Dd) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ee) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Ff) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services AgreementRate Management Transaction, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of Note or any other amount payable by the Guaranteed Obligations or otherwise affecting any term of any of Borrower under the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights toCredit Agreement, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf ofNote, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all Rate Management Transaction or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofLoan Document; or (Lg) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) : any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) ; any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Hedging Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Secured Obligations guaranteed hereby; (C) ; any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) ; any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) ; the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Secured Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) ; the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Hedging Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) ; the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) ; the election by, or on behalf of, any one or more of the Holders of Guaranteed Secured Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) Code or, in any proceeding instituted under The Bankruptcy Act of The Commonwealth of The Bahamas, any similar provision of The Bankruptcy Act of The Commonwealth of The Bahamas; any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) Code or any similar provision of The Bankruptcy Act of The Commonwealth of The Bahamas; the disallowance, under Section 502 of the Bankruptcy CodeCode or any similar provision of The Bankruptcy Act of The Commonwealth of The Bahamas, of all or any portion of the claims of any of the Holders of Guaranteed Secured Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) ; the failure of any other guarantor Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) or any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Secured Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Except as otherwise provided in Section 2 of this Agreement, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations Indebtedness or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsIndebtedness, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations Indebtedness or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed ObligationsIndebtedness; (Bii) any modification or amendment of or supplement to the Credit Second Lien Term Loan Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations Guaranteed Indebtedness guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations Indebtedness or any part thereof, any other guaranties with respect to the Guaranteed Obligations Indebtedness or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations Indebtedness or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed ObligationsIndebtedness; (Div) any change in the corporate, partnership or other existence, structure or ownership of the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other guarantor of the Guaranteed ObligationsIndebtedness, or any of their respective assets or any resulting release or discharge of any obligation of the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness; (Ev) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the any Borrower, any other guarantor of any of the Guaranteed ObligationsIndebtedness, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations Indebtedness or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations Indebtedness or any part thereof, or any other invalidity or unenforceability relating to or against the any Borrower or any other guarantor of any of the Guaranteed ObligationsIndebtedness, for any reason related to the Credit Second Lien Term Loan Agreement, any Swap Agreement, any Banking Services Agreement, Agreement or any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the any Borrower or any other guarantor of the Guaranteed ObligationsIndebtedness, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed ObligationsIndebtedness; (Gvii) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed ObligationsIndebtedness, if any; (Hviii) the election by, or on behalf of, any one or more of the Holders of Guaranteed ObligationsSecured Indebtedness, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “"Bankruptcy Code”"), of the application of Section 1111(b)(2) of the Bankruptcy Code; (Iix) any borrowing or grant of a security interest by the any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (Jx) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed ObligationsIndebtedness; (Kxi) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (Lxii) any other act or omission to act or delay of any kind by the any Borrower, any other guarantor of the Guaranteed ObligationsIndebtedness, the Administrative Agent, any Holder of Guaranteed Obligations Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 43, constitute a legal or equitable discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any obligation of the Guaranteed Obligations Borrower under the Credit Agreement, any of the Notes, or any part thereof other Credit Document, by operation of law or any agreement relating thereto, otherwise or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (Bii) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreementof the Notes, any Banking Services Agreement or any other Loan Credit Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (Ciii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect Collateral and security for any obligation of the Guaranteed Borrower under the Credit Agreement, any of the Notes, any Credit Document, or any obligations of any other guarantor of any of the Obligations; (Div) any change in the corporate, partnership or other existence, structure structures or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff setoff, or other rights which the Guarantors any Subsidiary Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Credit Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Notes or otherwise affecting any term of any of other amount payable by the Guaranteed Obligations; (G) Borrower under the failure of Credit Agreement, the Administrative Agent to take any steps to perfect and maintain any security interest inNotes, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofCredit Document; or (Lvii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lender, or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable equitable, discharge of any Guarantor’s 's obligations hereunder except as provided in Section 5hereunder.

Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (Ai) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of or with respect to any of the Guaranteed Obligations Obligations, by operation of law or any part thereof or any agreement relating theretootherwise, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in or any such case) by operation of law default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to the Lease Agreement; (iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of XX Xxxxxxxxx under the Lease Agreement, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation obligations of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase action or failure to act by the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, Lessor with or without consideration, of respect to any collateral securing the Guaranteed Obligations all or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (Div) any change in the corporate, partnership or other corporate existence, structure or ownership of the Borrower XX Xxxxxxxxx or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower XX Xxxxxxxxx, or any other guarantor of the Guaranteed Obligations, or any of their respective its assets or any resulting release or discharge of any obligation of the Borrower MS Westfield, or any other guarantor of any of the Guaranteed Obligations; (Ev) the existence of any claim, setoff or other rights which the Guarantors Guarantor may have at any time against the BorrowerXX Xxxxxxxxx, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lessor or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (Fvi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower XX Xxxxxxxxx, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Lease Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower XX Xxxxxxxxx, or any other guarantor of the Guaranteed Obligations, of any the principal of or interest on the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereofamount payable by XX Xxxxxxxxx under the Lease Agreement; or (Lvii) any other act or omission to act or delay of any kind by the BorrowerXX Xxxxxxxxx, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations Lessor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder except as provided in Section 5hereunder, other than the full, final and irrevocable payment of the obligations of the Lessees arising under the Lease Agreement.

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (H) the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (I) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (J) the disallowance, under Section 502 of the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; (K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (L) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty, except as provided in Section 5.