Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. Subject to Section 3 hereof, this Guaranty is a continuing, unconditional and absolute guaranty of payment and performance. The obligations of the Guarantor hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expenses.

Guaranty Unconditional. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to Section 3 hereofor attendant with the Obligations (including any novation), this Guaranty is a continuingnor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and absolute guaranty of payment irrevocable under any and performanceall circumstances. The obligations Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor's undertakings hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when duereleased, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of whole or in connection with the Credit Obligations; all defenses part, by any action or thing which might constitute might, but for this Section 2.5, be deemed a legal or equitable discharge of a surety or guarantor; , or by reason of any waiver or omission of the Company, the Trustee and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and 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 will reimburse Agent or by reason of any further dealings among the Company, the Trustee and Lenders upon demand for all expenses incurred in connection therewiththe Holders, including without limitationor any of them, reasonable attorneys' fees or any other guarantor or surety, and expenseseach 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. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to Section 3 hereofor attendant with the Obligations (including any novation), this Guaranty is a continuingnor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and absolute guaranty of payment irrevocable under any and performanceall circumstances. The obligations Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor's undertakings hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when duereleased, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of whole or in connection with the Credit Obligations; all defenses part, by any action or thing which might constitute might, but for this Section 3.6, be deemed a legal or equitable discharge of a surety or guarantor; , or by reason of any waiver or omission of the Company, the Trustee and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and 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 will reimburse Agent or by reason of any further dealings among the Company, the Trustee and Lenders upon demand for all expenses incurred in connection therewiththe Holders, including without limitationor any of them, reasonable attorneys' fees or any other guarantor or surety, and expenseseach 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. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to Section 3 hereofor attendant with the Obligations (including any novation), this Guaranty is a continuingnor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and absolute guaranty of payment irrevocable under any and performanceall circumstances. The obligations Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when duereleased, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of whole or in connection with the Credit Obligations; all defenses part, by any action or thing which might constitute might, but for this Section 2.5, be deemed a legal or equitable discharge of a surety or guarantor; , or by reason of any waiver or omission of the Company, the Trustee and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and 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 will reimburse Agent or by reason of any further dealings among the Company, the Trustee and Lenders upon demand for all expenses incurred in connection therewiththe Holders, including without limitationor any of them, reasonable attorneys' fees or any other guarantor or surety, and expenseseach 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. Subject to Section 3 hereof, this Guaranty is a continuing, The Guarantor agrees that the obligations of the Guarantor hereunder shall be unconditional and absolute guaranty of payment and performanceabsolute. The obligations of the Guarantor hereunder are primaryshall in no way be affected or impaired by reason, with no recourse necessary by Agent and Guarantor waives its right to prior notice, of the happening from time to time of any of the following: (a) extensions (whether or Lenders against not material) of the Company time for performance of all or any collateral given to secure portion of the Credit Obligations guaranteed hereby prior to proceeding against Guaranteed Obligations; (b) the Guarantor hereunder. If for modification or amendment in any reason manner (whether or not material) of the Merger Agreement or the Guaranteed Obligations; (c) any installment failure, delay or lack of diligence on the part of the Company, or any other sum Person to enforce, assert or indebtedness now exercise any right, privilege, power or hereafter owing by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction remedy conferred on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; Person under the Merger or at law, or any right to have security applied before enforcing this Guaranty; all rights and claims action on the part of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each or such other guarantor Person granting indulgence or extension of any kind; (d) the settlement or compromise of any Guaranteed Obligations; (e) a change of status, composition, structure or name of Parent or Merger Sub, including, without limitation, by reason of bankruptcy, liquidation, insolvency, appointment of a trustee, special manager or receiver over Parent or Merger Sub or all or a portion of their assets, merger, dissolution, consolidation or reorganization or other similar proceeding affecting the Parent or Merger Sub or their respective assets or any resulting release or discharge of any of Parent or Merger Sub’s or any other party's obligations pursuant to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantorMerger Agreement; and all (f) the existence of any claim, set-off or other notices and demands otherwise required by law rights which the Guarantor may lawfully waivehave at any time against Parent, Merger Sub or the Company, or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit. Guarantor agrees that No change in the event relations existing between the Guarantor on the one hand and Parent and Merger Sub on the other hand (directly or indirectly) shall affect the obligations of the Guarantor under this Guaranty. Notwithstanding any provision of this Guaranty is enforced by suit to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or otherwiseperformance of any Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Company (prior to the Effective Time) or relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations in connection therewith, including without limitation, reasonable attorneys' fees and expenseswith a settlement or compromise thereof.

Guaranty Unconditional. Subject to Section 3 hereofGuarantor's guarantee of the Guaranteed Obligations is absolute and unconditional, provided that this Guaranty shall only become effective in the event that Guarantor ceases to be employed by Borrower or HLM, whether voluntarily or involuntarily, except if such cessation of employment is due to death, continued disability for a continuingperiod of at least six (6) months or involuntary termination by the Borrower or HLM without "cause". For purposes of this Agreement, unconditional and absolute guaranty "cause" shall include (i) commission of payment and performance. The obligations a fraud or other act of dishonesty by the Guarantor hereunder are primarythat is likely to have a material adverse effect on the Borrower or HLM, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding (ii) instigation of a criminal charge against the Guarantor hereunderthat is likely to have a material adverse effect on the Borrower or HLM, (iii) the failure of Guarantor to faithfully perform the duties and responsibilities assigned to him from time to time by the boards of directors of the Borrower and HLM, after notice and failure of Guarantor to cure within twenty (20) days, (iv) the commission of any acts, or failure to perform any acts, by the Guarantor that cause material disruption to the Borrower's or HLM's business, after notice and failure of Guarantor to cure within twenty (20) days, (v) the failure of Guarantor to adhere to any written employee policies or procedures of Borrower or HLM in any material respect, after notice and failure of Guarantor to cure within twenty (20) days, (vi) the appropriation (or attempted appropriation) by Guarantor of a material business opportunity of the Borrower, including attempting to secure or securing any material personal profit in connection with any transaction entered into on behalf of the Borrower without the prior consent of Borrower's board of directors, or (vii) the occurrence of an event of default under that certain Noncompetition Agreement of even date herewith between Guarantor and Borrower. If Except as otherwise provided herein, the validity of this Guaranty shall not be impaired by any event whatsoever, including, but not limited to, the death, disability, or incompetence of Borrower, if Borrower is an individual; the merger, consolidation, dissolution, cessation of business or liquidation of Borrower, if Borrower is a business entity; the financial decline or bankruptcy of Borrower; the failure of any other party to guarantee the Guaranteed Obligations or to provide collateral therefor; Lender's compromise or settlement with or without release of any other party liable for the Guaranteed Obligations; Lender's release of any reason any installment collateral for the Guaranteed Obligations; Lender's failure to file suit against Borrower (regardless of whether Borrower is becoming insolvent, is believed to be about to leave the state or any other sum circumstance); Lender's failure to give Guarantor notice of default by Borrower; the unenforceability of the Guaranteed Obligations against Borrower, due to bankruptcy discharge or indebtedness now or hereafter owing by otherwise; the Company availability to Agent or Lenders shall not be paid when dueBorrower of any setoff, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction counterclaim or defense against Lender; Lender's acceleration of the Guaranteed Obligations at any time; the extension, modification or renewal of the Guaranteed Obligations; Lender's failure to exercise diligence in collection; the termination of any kind which the Company relationship of Guarantor with Borrower, including, but not limited to, any relationship of employment, ownership, commerce, or Guarantor may have marriage; Borrower's change of name or assert, and without abatement, suspension, deferment or reduction on account use of any occurrence name other than the name used to identify Borrower in this Guaranty; or Borrower's use of the credit extended for any purpose whatsoever. The Guarantor hereby waives notice Each advance of and consent credit by Lender to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to Borrower following the execution by hereof shall be deemed made in reliance upon the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance continued operation of this Guaranty by Agent and Lenders; presentment and demand shall constitute additional consideration for payment, protest, notice Guarantor's execution of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced shall be valid and binding upon Guarantor upon the delivery of this executed Guaranty to Lender by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesany party whomsoever.

Guaranty Unconditional. Subject to Section 3 hereof, Guarantor's guarantee of the Guaranteed Obligations is absolute and unconditional. The validity of this Guaranty is a continuingshall not be impaired by any event whatsoever, unconditional and absolute guaranty including, but not limited to, the merger, consolidation, dissolution, cessation of payment and performance. The obligations business or liquidation of Borrower; the Guarantor hereunder are primary, financial decline or bankruptcy of Borrower; the failure of any other party to guarantee the Guaranteed Obligations or to provide collateral therefor; Lender's compromise or settlement with no recourse necessary by Agent or Lenders against without release of any other party liable for the Company or Guaranteed Obligations; Lender's release of any collateral given for the Guaranteed Obligations; Lender's failure to secure file suit against Borrower (regardless of whether Borrower is becoming insolvent, is believed to be about to leave the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment state or any other sum circumstance); Lender's failure to give Guarantor notice of default by Borrower; the unenforceability of the Guaranteed Obligations against Borrower, due to bankruptcy discharge, counterclaim or indebtedness now otherwise; Lender's acceleration of the Guaranteed Obligations at any time; the extension, modification or hereafter owing by renewal of the Company Guaranteed Obligations; Lender's failure to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense exercise diligence in collection; the termination of any kind which the Company relationship of Guarantor with Borrower, including, but not limited to, any relationship of employment, ownership or Guarantor may have commerce; Borrower's change of name or assert, and without abatement, suspension, deferment or reduction on account use of any occurrence whatsoever. The Guarantor hereby waives notice of and consent name other than the name used to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company identify Borrower in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; or Borrower's use of the credit extended for any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waivepurpose whatsoever. Guarantor agrees that in the event this Guaranty is enforced shall be valid and binding upon Guarantor upon the delivery of this executed Guaranty to Lender by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesany party whomsoever.

Guaranty Unconditional. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to Section 3 hereofor attendant with the Obligations (including any novation), this Guaranty is a continuingnor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and absolute guaranty of payment irrevocable under any and performanceall circumstances. The obligations Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when duereleased, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of whole or in connection with the Credit Obligations; all defenses part, by any action or thing which might constitute might, but for this Section 3.5, be deemed a legal or equitable discharge of a surety or guarantor; , or by reason of any waiver or omission of the Company, the Trustee and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and 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 will reimburse Agent or by reason of any further dealings among the Company, the Trustee and Lenders upon demand for all expenses incurred in connection therewiththe Holders, including without limitationor any of them, reasonable attorneys' fees or any other guarantor or surety, and expenseseach 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. Subject to Section 3 hereof, Guarantors' guarantee of the Obligations is absolute and unconditional. The validity of this Guaranty is a continuingand each Guarantor's absolute obligation to pay hereunder shall not be impaired by any event whatsoever, unconditional and absolute guaranty including, but not limited to, the merger, consolidation, dissolution, cessation of payment and performance. The obligations business or liquidation of Borrower; the Guarantor hereunder are primaryfinancial decline or bankruptcy of Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lender Parties' compromise or settlement, with no recourse necessary by Agent or Lenders against without release, of any other party liable for the Company or Obligations; the Lender Parties' failure to perfect their security interest in any collateral given for the Obligations; the Lender Parties' release of any collateral for the Obligations; the Lender Parties' failure to secure file suit against Borrower (regardless of whether Borrower is becoming insolvent, is believed to be about to leave the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment state or any other sum circumstance); the Lender Parties' failure to give any Guarantor notice of default by Borrower; the unenforceability of the Obligations against Borrower, due to bankruptcy discharge, counterclaim or indebtedness now otherwise; the acceleration of the Obligations at any time; the extension, increase, modification or hereafter owing renewal of the Obligations; the Lender Parties' failure to exercise diligence in collection; the termination of any relationship of any Guarantor with Borrower, including, but not limited to, any relationship of ownership or commerce; Borrower's change of name or use of any name other than the name used to identify Borrower in this Guaranty; Borrower's use of the credit extended by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to Lender Parties for any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence purpose whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses event which might otherwise constitute a legal or equitable discharge of, or defense available to, a guarantor or surety. Each advance of a surety or guarantor; credit by the Lender Parties to Borrower following the execution hereof shall be deemed made in reliance upon the continued operation of this Guaranty and all other notices and demands otherwise required by law which the Guarantor may lawfully waiveshall constitute additional consideration for each Guarantor's execution of this Guaranty. Each Guarantor agrees that in the event this Guaranty is enforced shall be valid and binding upon such Guarantor upon the delivery of this executed Guaranty to Agent by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesany party whomsoever.

Guaranty Unconditional. Subject to Section 3 hereof, this Guaranty is a continuing, unconditional and absolute guaranty of payment and performance. The obligations of the Guarantor Borrower hereunder are primaryabsolute, with no recourse necessary irrevocable and unconditional and shall not be affected by Agent (a) the failure of any Secured Party to assert any claim or Lenders demand or to enforce any right or remedy against the Company Borrower or any Subsidiary under the provisions of this Agreement, any other Loan Document, any Swap Contract, any Banking Services Agreement or otherwise; (b) any extension or renewal, in whole or in part and without notice to or assent from the Borrower, of any of the Secured Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Swap Contract, any Banking Services Agreement or any other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Secured Obligations; (e) 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 given for the Secured Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of the Borrower, any Subsidiary Guarantor or any other guarantor of any of the Secured Obligations; (g) the enforceability or validity of the Secured Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to secure any collateral securing the Credit Secured Obligations guaranteed hereby prior or any part thereof, or any other invalidity or unenforceability relating to proceeding or against the Borrower, any Subsidiary Guarantor hereunder. If or any other guarantor of any of the Secured Obligations, for any reason related to this Agreement, any installment other Loan Document, any Swap Contract, any Banking Services Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower, any Subsidiary Guarantor or any other sum guarantor of the Secured Obligations, of any of the Secured Obligations or indebtedness now otherwise affecting any term of any of the Secured Obligations; or hereafter owing by the Company (h) any other act, omission or delay to Agent do any other act which may or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard might in any manner or to any counterclaim, set-off, deduction or defense of any kind which extent vary the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all risk of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now Borrower or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights otherwise operate as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety guarantor as a matter of law or guarantor; and all other notices and demands otherwise required by law equity or which would impair or eliminate any right of the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesBorrower to subrogation.

Guaranty Unconditional. Subject to Section 3 hereof, The obligations of the Company under this Guaranty is a continuingArticle IX shall be irrevocable, unconditional and absolute guaranty of payment and performance. The obligations and, without limiting the generality of the Guarantor hereunder are primaryforegoing shall not be released, with no recourse necessary discharged or otherwise affected by Agent the occurrence, one or Lenders against more times, of any of the following: any extension, renewal, settlement, compromise, waiver or release in respect to the Company Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any collateral given agreement or instrument evidencing or relating to secure the Credit Company Guaranteed Obligations; any release, non-perfection or invalidity of any direct or indirect security for the Company Guaranteed Obligations guaranteed hereby prior under any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; the existence of any claim, set-off or other rights which the Company may have at any time against any other Loan Party, the Guarantor hereunder. If Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions; any invalidity or unenforceability relating to or against any other Loan Party for any reason of any installment agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Company Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Company Guaranteed Obligations; or any other sum act or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which the Company or Guarantor may have or assertmight, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of but for the provisions of the Credit Documentsthis Article, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and any Borrowers’ obligations under this Section, all other notices and demands otherwise required by law of which the Guarantor may lawfully waive. Guarantor agrees Company hereby unconditionally waives to the fullest extent permitted by law, other than the payment in full of all Company Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that in the event this Guaranty is enforced by suit or otherwise, Guarantor will reimburse Agent are owing and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expenseswith respect to which no claim has been made).

Guaranty Unconditional. Subject to Section 3 hereof, Guarantors' obligations under this Guaranty is a continuing, are unconditional and absolute guaranty are not conditioned on the validity of payment and performance. The obligations any provision of the Guarantor hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment Lease or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or agreement prepared in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge Lease. Unenforceability of a surety provision. If any provision of this Guaranty is invalid against any party or guarantor; and all in any circumstance or is unenforceable to any extent, the application of the rest of this Guaranty regarding other notices and demands otherwise required parties or circumstances shall not be affected but shall be enforced to the greatest extent permitted by law which law. In the event of a breach of the Lease, a separate action may be brought against Guarantor under this Guaranty, regardless of whether an action is brought against Tenant. At Landlord’s option, Guarantor may lawfully waivebe joined in any action commenced by Landlord against Tenant. Guarantor waives any demand by Landlord or prior action by Landlord against Xxxxxx. Guarantor consents to (a) all forbearance, indulgences, and extensions of time Landlord may afford Tenant and (b) Landlord’s waiver of any right or remedy against Tenant under the Lease. Guarantor agrees that no action or inaction on the part of Landlord will affect or modify the liability of Guarantor. This Guaranty remains and continues in full force and effect notwithstanding (a) any modification or amendment of the Lease; (b) any extension or renewal of the Lease; (c) any assignment or subletting of Tenant’s interest in the event Lease; or (d) any bankruptcy, reorganization, receivership, or insolvency proceedings of any nature instituted by or against Tenant or Guarantor. Guarantor waives notice of any such proceedings and agrees that the liability of Guarantor is based on the obligations in the Lease as it may be modified, amended, extended, renewed, assigned, or sublet. Guarantor waives notice of the acceptance of this Guaranty. Guarantor waives notice of breach, default, or nonperformance by Tenant of its obligations under the Lease and waives their right to a jury trial. This Guaranty will survive the termination or expiration of the Lease. This Agreement shall be governed, construed and enforced under the laws of the State of Michigan. Venue for any litigation arising under this Guaranty Agreement shall be resolved in the courts of Kalamazoo County, State of Michigan. XXXXXXXXX ACKNOWLEDGES AND AGREES THAT THEY HAVE FULLY READ, COMPLETELY UNDERSTANDS, AND VOLUNTARILY, WITHOUT DURESS OR COERCION OF ANY KIND, ENTERS INTO AND EXECUTES THIS GUARANTY AGREEMENT AND THE RELEASE AND WAIVER OF JURY TRIAL PROVISIONS CONTAINED HEREIN, AND ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED AND ADVISED BY COUNSEL OF THEIR CHOOSING OR HAD AMPLE OPPORTUNITY TO BE REPRESENTED BY COUNSEL DURING THE PENDENCY OF THE NEGOTIATIONS THAT RESULTED IN THE DRAFTING AND EXECUTION OF THIS AGREEMENT. PLEASE COMPLETE THE BELOW SECTION IN ITS ENTIRETY, INCLUDING YOUR SUBMISSION OF A PHOTOCOPY OF YOUR DRIVER’S LICENSE. ONLY 1 PERSON IS REQUIRED TO GUARANTY CO-PARENTS SOMETIMES OPT FOR BOTH. IMPORTANT NOTE: We understand the importance of keeping your personal information secure. However, unless the entire 12-month rental obligation is enforced by suit or otherwisepaid in full in advance of the scheduled move in date, Guarantor will reimburse Agent your full social security number is REQUIRED for the tenant approval process. Please feel free to contact us if you wish to call in your social security number. Parent/Guardian: First Name Middle Last Name Social Security # Birth Date Phone ( ) Address: Street City State Zip Current Employer Gross Monthly Earnings $ Co-Parent/Guardian: First Name Middle Last Name Social Security # Birth Date Phone ( ) Address: Street City State Zip Current Employer Gross Monthly Earnings $ THIS FORM MUST BE ACCOMPANIED BY A COPY OF THE GUARANTORS’ DRIVERS LICENSE I/We certify that the above information given is true and Lenders upon demand for correct. You are hereby authorized to make any investigation of my (our) personal and financial history and pull a credit report through a credit-reporting agency. I/We hereby authorize the release of all expenses incurred in connection therewithinformation, including without limitationcredit, reasonable attorneys' fees employment, salary and expenses.rental information to any credit- reporting agency. Guarantor Signature Co-Guarantor Signature Tenant’s Name: Relationship, if other than parent:

Guaranty Unconditional. Subject to Section 3 hereof, this Guaranty is a continuing, The Guarantor agrees that the obligations of the Guarantor hereunder shall be unconditional and absolute guaranty of payment and performanceabsolute. The obligations of the Guarantor hereunder are primaryshall in no way be affected or impaired by reason, with no recourse necessary by Agent and Guarantor waives its right to prior notice, of the happening from time to time of any of the following: (a) extensions (whether or Lenders against not material) of the Company time for performance of all or any collateral given to secure portion of the Credit Obligations guaranteed hereby prior to proceeding against Guaranteed Obligations; (b) the Guarantor hereunder. If for modification or amendment in any reason manner (whether or not material) of the Merger Agreement or the Guaranteed Obligations; (c) any installment failure, delay or lack of diligence on the part of the Company, or any other sum Person to enforce, assert or indebtedness now exercise any right, privilege, power or hereafter owing by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction remedy conferred on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; Person under the Merger or at law, or any right to have security applied before enforcing this Guaranty; all rights and claims action on the part of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each or such other guarantor Person granting indulgence or extension of any kind; (d) the settlement or compromise of any Guaranteed Obligations; (e) a change of status, composition, structure or name of Parent or Merger Sub, including, without limitation, by reason of bankruptcy, liquidation, insolvency, appointment of a trustee, special manager or receiver over Parent or Merger Sub or all or a portion of their assets, merger, dissolution, consolidation or reorganization or other similar proceeding affecting the Parent or Merger Sub or their respective assets or any resulting release or discharge of any of Parent or Merger Sub’s or any other party's obligations pursuant to the extent such Merger Agreement; and (f) the existence of any claim, set-off or other rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waivehave at any time against Parent, Merger Sub or the Company, or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit. Guarantor agrees that No change in the event relations existing between the Guarantor on the one hand and Parent and Merger Sub on the other hand (directly or indirectly) shall affect the obligations of the Guarantor under this Guaranty. Notwithstanding any provision of this Guaranty is enforced by suit to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or otherwiseperformance of any Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Company (prior to the Effective Time) or relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations in connection therewith, including without limitation, reasonable attorneys' fees and expenseswith a settlement or compromise thereof.

Guaranty Unconditional. Subject to Section 3 hereofThe obligations of the Borrower Guarantors under the Borrower Guaranty shall be joint and several, this Guaranty is a continuingirrevocable, unconditional and absolute guaranty of payment and performance. The obligations and, without limiting the generality of the Guarantor hereunder are primaryforegoing, with no recourse necessary shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by Agent applicable Law (i) any extension, renewal, settlement, compromise, waiver or Lenders against the Company release in respect of any Obligation or any collateral given Revolving Credit Advance under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to secure this Agreement or any Loan Document; (iii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, of the Credit Obligations guaranteed hereby prior of any Borrower or any Subsidiary thereof with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against any Lender, the Guarantor hereunder. If LC Issuer or any other Person, whether or not arising in connection with this Agreement or any Loan Document; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Borrower or any Subsidiary thereof for any reason of this Agreement or any installment Loan Document or any provision of applicable Law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Administrative Agent, the Lenders, the LC Issuer or any other sum Person or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when dueany other circumstance whatsoever that might, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of but for the provisions of the Credit Documentsthis paragraph, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event Borrower Guaranteed Obligations under this Guaranty is enforced by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesSection 15.

Guaranty Unconditional. Subject to Section 3 hereof, Guarantor's guarantee of the Obligations is absolute and unconditional. The validity of this Guaranty is a continuing, unconditional and absolute guaranty of payment and performance. The obligations of the Guarantor hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when dueimpaired by any event whatsoever, Guarantor will forthwith pay such sum to Agent and Lendersincluding, without regard to any counterclaimbut not limited to, set-offthe merger, deduction consolidation, dissolution, cessation of business or defense liquidation of any kind which Borrower; the Company financial decline or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account bankruptcy of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of Borrower; the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and failure of any other agreements, documents and instruments now party to guarantee the Obligations or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice to provide collateral therefor; Lender's compromise or settlement with or without release of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company Borrower or any other party before enforcing liable for the Obligations; Lender's release of any collateral for the Obligations; Lender's failure to file suit against Borrower (regardless of whether Borrower is becoming insolvent, is believed to be about to leave the state or any other circumstance); Lender's failure to give Guarantor notice of default by Borrower; the unenforceability of the Obligations against Borrower due to bankruptcy discharge, counterclaim or for any other reason; Lender's acceleration of the Obligations at any time; the extension, modification or renewal of the Obligations; Lender's failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of Guarantor with Borrower, including, but not limited to, any relationship of employment, ownership or commerce; Borrower's change of name or use of any name other than the name used to identify Borrower in this Guaranty; or Borrower's use of the credit extended for any right to have security applied before enforcing purpose whatsoever. All Obligations arising after the execution hereof shall be deemed made in reliance upon the continued operation of this Guaranty and shall constitute additional consideration for Guarantor's execution of this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced shall be valid and binding upon Guarantor upon the delivery of this executed Guaranty to Lender by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesany party whomsoever.

Guaranty Unconditional. Subject to Section 3 hereof, Guarantor's guarantee of the Obligations is absolute and unconditional. The validity of this Guaranty is a continuing, unconditional and absolute guaranty of payment and performance. The obligations of the Guarantor hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when dueimpaired by any event whatsoever, Guarantor will forthwith pay such sum to Agent and Lendersincluding, without regard to any counterclaimbut not limited to, set-offthe merger, deduction consolidation, dissolution, cessation of business or defense liquidation of any kind which Borrower; the Company financial decline or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account bankruptcy of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of Borrower; the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and failure of any other agreements, documents and instruments now party to guarantee the Obligations or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice to provide collateral therefore; Lender's compromise or settlement with or without release of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company Borrower or any other party before enforcing liable for the Obligations; Lender's release of any collateral for the Obligations; Lender's failure to file suit against Borrower (regardless of whether Borrower is becoming insolvent, if believed to be about to leave the State or any other circumstance); Lender's failure to give Guarantor notice of default by Borrower; the unenforceability of the Obligations against Borrower, due to bankruptcy discharge, counterclaim or for any other reason; Lender's acceleration of the Obligations at any time; the extension, modification or renewal of the Obligations; Lender's failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of Guarantor with Borrower, including, but not limited to, any relationship of employment, ownership, commerce or marriage; Borrower's change of name or use of any name other than the name used to identify Borrower in this Guaranty; or Borrower's use of the credit extended for any right purpose whatsoever. Each advance of credit by Lender to have security applied before enforcing Borrower following the execution hereof shall be deemed made in reliance upon the continued operation of this Guaranty and shall constitute additional consideration for Guarantor's execution of this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced shall be valid and binding upon Guarantor upon the delivery of this executed Guaranty to Lender by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesany party whomsoever.

Guaranty Unconditional. Subject The respective obligations of Parent and Household International (each of which is referred to Section 3 hereof, this Guaranty is a continuing, as the "Guarantor" with respect to the obligations that are the subject of its guaranty) hereunder shall be unconditional and absolute guaranty of payment and performance. The obligations and, without limiting the generality of the Guarantor hereunder are primaryforegoing, shall not be released, discharged or otherwise affected by any of the following matters, in the case of Parent's Guaranty, with no recourse necessary by Agent or Lenders against the Company respect to Seller or any collateral given of the TFS Companies, or, in the case of Household International's Guaranty, with respect to secure Purchaser (each entity whose obligations are guaranteed by Parent or Household International, as the Credit Obligations guaranteed case may be, is referred to as a "Guaranteed Entity"): any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of a Guaranteed Entity under this Agreement or any related document in connection with the transactions contemplated hereby prior or thereby (the "Transaction Documents"), whether by operation of law or otherwise; any modification or amendment of or supplement to proceeding against the Guarantor hereunder. If for any reason any installment this Agreement or any other sum Transaction Document; any release, non-perfection or indebtedness now invalidity of any direct or hereafter owing by indirect guarantee of or security for any obligation of a Guaranteed Entity under this Agreement or any other Transaction Document; any change in the Company to Agent corporate existence, structure or Lenders shall not be paid when dueownership of a Guaranteed Entity or any insolvency, Guarantor will forthwith pay such sum to Agent and Lendersbankruptcy, without regard to reorganization or other similar proceeding affecting a Guaranteed Entity or its respective assets or any counterclaimresulting release or discharge of any obligation of a Guaranteed Entity contained in this Agreement; the existence of any claim, set-off, deduction or defense other rights which the Guarantor may have at any time against a Guaranteed Entity or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against a Guaranteed Entity for any reason of this Agreement or any Transaction Document, or any provision of applicable law or regulation purporting to prohibit the performance of any obligation or the payment of any amount payable by a Guaranteed Entity under this Agreement or any Transaction Document; any other act or emission to act or delay of any kind by a Guaranteed Entity; any other circumstance whatsoever which the Company or Guarantor may have or assertmight, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of but for the provisions of the Credit Documentsthis paragraph, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge of the Guarantor's obligations hereunder; provided, however, that Parent shall not be deemed to have waived any counterclaim or defense based on a surety breach of representation, warranty, or guarantorcovenant of Purchaser hereunder that would have been a defense to the failure of Seller or any TFS Company to make any payment or perform any obligation in respect of which a claim is made under this Article XIV; and all other notices and demands otherwise required by law provided further that Household International shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Parent, Seller or any of the TFS Companies hereunder that would have been a defense to the failure of Purchaser to make any payment or perform any obligation in respect of which the Guarantor may lawfully waivea claim is made under this Article XIV. Guarantor agrees that The guarantee provided in the event this Guaranty is enforced by suit Article 14 shall encompass any modification, supplement or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesamendment of this Agreement.

Guaranty Unconditional. Subject to Section 3 hereof, Guarantors' obligations under this Guaranty is a continuing, are unconditional and absolute guaranty are not conditioned on the validity of payment and performance. The obligations any provision of the Guarantor hereunder are primary, with no recourse necessary by Agent or Lenders against the Company or any collateral given to secure the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for any reason any installment Lease or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard to any counterclaim, set-off, deduction or defense of any kind which the Company or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor hereby waives notice of and consent to all of the provisions of the Credit Documents, to any amendments thereof, to any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and of any other agreements, documents and instruments now or hereafter executed by the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Obligations; any right to require suit against the Company or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of or agreement prepared in connection with the Credit Obligations; all defenses which might constitute a legal or equitable discharge Lease. Unenforceability of a surety provision. If any provision of this Guaranty is invalid against any party or guarantor; and all in any circumstance or is unenforceable to any extent, the application of the rest of this Guaranty regarding other notices and demands otherwise required parties or circumstances shall not be affected but shall be enforced to the greatest extent permitted by law which law. In the event of a breach of the Lease, a separate action may be brought against Guarantor under this Guaranty, regardless of whether an action is brought against Tenant. At Landlord’s option, Guarantor may lawfully waivebe joined in any action commenced by Landlord against Tenant. Guarantor waives any demand by Landlord or prior action by Landlord against Tenant. Guarantor consents to (a) all forbearance, indulgences, and extensions of time Landlord may afford Tenant and (b) Landlord’s waiver of any right or remedy against Tenant under the Lease. Guarantor agrees that no action or inaction on the part of Landlord will affect or modify the liability of Guarantor. This Guaranty remains and continues in full force and effect notwithstanding (a) any modification or amendment of the Lease; (b) any extension or renewal of the Lease; (c) any assignment or subletting of Tenant’s interest in the event Lease; or (d) any bankruptcy, reorganization, receivership, or insolvency proceedings of any nature instituted by or against Tenant or Guarantor. Guarantor waives notice of any such proceedings and agrees that the liability of Guarantor is based on the obligations in the Lease as it may be modified, amended, extended, renewed, assigned, or sublet. Guarantor waives notice of the acceptance of this Guaranty. Guarantor waives notice of breach, default, or nonperformance by Tenant of its obligations under the Lease and waives their right to a jury trial. This Guaranty will survive the termination or expiration of the Lease. This Agreement shall be governed, construed and enforced under the laws of the State of Michigan. Venue for any litigation arising under this Guaranty Agreement shall be resolved in the courts of Kalamazoo County, State of Michigan. GUARANTOR ACKNOWLEDGES AND AGREES THAT THEY HAVE FULLY READ, COMPLETELY UNDERSTANDS, AND VOLUNTARILY, WITHOUT DURESS OR COERCION OF ANY KIND, ENTERS INTO AND EXECUTES THIS GUARANTY AGREEMENT AND THE RELEASE AND WAIVER OF JURY TRIAL PROVISIONS CONTAINED HEREIN, AND ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED AND ADVISED BY COUNSEL OF THEIR CHOOSING OR HAD AMPLE OPPORTUNITY TO BE REPRESENTED BY COUNSEL DURING THE PENDENCY OF THE NEGOTIATIONS THAT RESULTED IN THE DRAFTING AND EXECUTION OF THIS AGREEMENT. PLEASE COMPLETE THE BELOW SECTION IN ITS ENTIRETY, INCLUDING YOUR SUBMISSION OF A PHOTOCOPY OF YOUR DRIVER’S LICENSE. ONLY 1 PERSON IS REQUIRED TO GUARANTY CO-PARENTS SOMETIMES OPT FOR BOTH. IMPORTANT NOTE: We understand the importance of keeping your personal information secure. However, unless the entire 12-month rental obligation is enforced by suit or otherwisepaid in full in advance of the scheduled move in date, Guarantor will reimburse Agent your full social security number is REQUIRED for the tenant approval process. Please feel free to contact us if you wish to call in your social security number. Parent/Guardian: First Name Middle Last Name Social Security # Birth Date Phone ( ) Address: Street City State Zip Current Employer Gross Monthly Earnings $ Co-Parent/Guardian: First Name Middle Last Name Social Security # Birth Date Phone ( ) Address: Street City State Zip Current Employer Gross Monthly Earnings $ THIS FORM MUST BE ACCOMPANIED BY A COPY OF THE GUARANTORS’ DRIVERS LICENSE I/We certify that the above information given is true and Lenders upon demand for correct. You are hereby authorized to make any investigation of my (our) personal and financial history and pull a credit report through a credit-reporting agency. I/We hereby authorize the release of all expenses incurred in connection therewithinformation, including without limitationcredit, reasonable attorneys' fees employment, salary and expenses.rental information to any credit- reporting agency. Guarantor Signature Co-Guarantor Signature Tenant’s Name: Relationship, if other than parent:

Guaranty Unconditional. Subject to Section 3 hereof, this Guaranty is a continuing, The obligations of each of the Guarantors hereunder shall be unconditional and absolute guaranty of payment and performance. The obligations and, without limiting the generality of the Guarantor hereunder are primaryforegoing, shall not be released, discharged or otherwise affected by: any extension, renewal, settlement, indulgence, compromise, waiver or release of or with no recourse necessary by Agent or Lenders against respect to the Company Guaranteed Obligations or any collateral given part thereof or any agreement relating thereto, or with respect to secure 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; any modification or amendment of or supplement to the Credit Obligations guaranteed hereby prior to proceeding against the Guarantor hereunder. If for Agreement, any reason any installment Hedging Agreement or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when dueLoan Document, Guarantor will forthwith pay such sum to Agent and Lendersincluding, without regard to limitation, any counterclaimsuch amendment which may increase the amount of the Secured Obligations guaranteed hereby; any release, set-offsurrender, deduction compromise, settlement, waiver, subordination or defense modification, with or without consideration, of any kind which collateral securing the Company Guaranteed Obligations or Guarantor may have any part thereof, any other guaranties with respect to the Guaranteed Obligations or assertany part thereof, and without abatement, suspension, deferment or reduction on account any other obligation of any occurrence whatsoever. The Guarantor hereby waives notice of and consent person or entity with respect to all of the provisions of the Credit Documents, to Guaranteed Obligations or any amendments part thereof, to or any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and nonperfection or invalidity of any other agreements, documents and instruments now direct or hereafter executed by indirect security for the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Guaranteed Obligations; any right to require suit change in the corporate, partnership or other existence, structure or ownership of the Borrower or any guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any 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 guarantor of any of the Guaranteed Obligations; the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company Borrower, any guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Secured Obligations or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; all rights and claims of subrogationPerson, reimbursement, indemnity, contribution, and like claims and rights as against the Company and each other guarantor to the extent such rights and claims arise out of 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; 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 guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Hedging Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations; 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; the election by, or on behalf of, any one or more of the Holders of 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 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 or any similar provision of The Bankruptcy Act of The Commonwealth of The Bahamas; the disallowance, under Section 502 of the Bankruptcy Code or any similar provision of The Bankruptcy Act of The Commonwealth of The Bahamas, of all defenses or any portion of the claims of any of the Holders of Secured Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; the failure of any other Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or any other act or omission to act or delay of any kind by the Borrower, any guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Secured Obligations or any other Person or any other circumstance whatsoever which might might, but for the provisions of this Section 4, constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that in the event this Guaranty is enforced by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesany Guarantor's obligations hereunder.

Guaranty Unconditional. Subject to Section 3 hereof, this Guaranty is a continuing, The obligations of each of the Guarantors hereunder shall be unconditional and absolute guaranty of payment and performance. The obligations and, without limiting the generality of the Guarantor hereunder are primaryforegoing, shall not be released, discharged or otherwise affected by: any extension, renewal, settlement, indulgence, compromise, waiver or release of or with no recourse necessary by Agent or Lenders against respect to the Company Guaranteed Obligations or any collateral given part thereof or any agreement relating thereto, or with respect to secure any obligation of any other guarantor of any of the Credit 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 guaranteed hereby prior or any part thereof or any agreement relating thereto, or with respect to proceeding against any obligation of any other guarantor of any of the Guarantor hereunder. If for Guaranteed Obligations; any reason modification or amendment of or supplement to the Loan Agreement, any installment Swap Agreement or any other sum or indebtedness now or hereafter owing by the Company to Agent or Lenders shall not be paid when dueLoan Document, Guarantor will forthwith pay such sum to Agent and Lendersincluding, without regard to limitation, any counterclaimsuch amendment which may increase the amount of, set-offor the interest rates applicable to, deduction any of the Obligations guaranteed hereby; any release, surrender, compromise, settlement, waiver, subordination or defense modification, with or without consideration, of any kind which collateral securing the Company Guaranteed Obligations or Guarantor may have any part thereof, any other guaranties with respect to the Guaranteed Obligations or assertany part thereof, and without abatement, suspension, deferment or reduction on account any other obligation of any occurrence whatsoever. The Guarantor hereby waives notice of and consent person or entity with respect to all of the provisions of the Credit Documents, to Guaranteed Obligations or any amendments part thereof, to or any actions taken thereunder, and to the execution by the Company of the above-referenced Credit Documents and nonperfection or invalidity of any other agreements, documents and instruments now direct or hereafter executed by indirect security for the Company in connection therewith. The Guarantor further waives the following: notice of incurring of indebtedness and obligations by the Company; acceptance of this Guaranty by Agent and Lenders; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Credit Guaranteed Obligations; any right to require suit against change in the Company corporate, partnership or other existence, structure or ownership of the Borrower or any other party before enforcing this Guarantyguarantor 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; the existence of any right to claim, setoff or other rights which the Guarantors may have security applied before enforcing this Guaranty; all rights and claims of subrogation, reimbursement, indemnity, contribution, and like claims and rights as at any time against the Company and each Borrower, any other guarantor to of any of the extent such rights and claims arise out Guaranteed Obligations, the Administrative Agent, any Holder of Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the Credit assertion of any such claim by separate suit or compulsory counterclaim; 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 Loan Agreement, any Swap 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; 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; the election by, or on behalf of, any one or more of the Holders of 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; any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; the disallowance, under Section 502 of the Bankruptcy Code, of all defenses or any portion of the claims of the Holders of Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; 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 Obligations or any other Person or any other circumstance whatsoever which might might, but for the provisions of this Section 4, constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Guarantor agrees that any Guarantor's obligations hereunder except as provided in the event this Guaranty is enforced by suit or otherwise, Guarantor will reimburse Agent and Lenders upon demand for all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expensesSection 5.