Common use of Nature of Guaranty: Continuing, Absolute and Unconditional Clause in Contracts

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectability, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilityis, and is intended to be be, a continuing guaranty of the Guaranteed Obligations and is independent of of, and in addition to to, any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent Bank therefor or with respect thereto, thereto whether or not furnished by a Guarantor. None This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of Purchasers the agreement between Guarantor and Agent shall be required to prosecute collection, enforcement Bank. Guarantor waives any claim or other remedies right which Guarantor may now have or hereafter acquire against any Company, any other Guarantor or guarantor of the Obligations Borrower or any other person obligor primarily or entity, or to enforce or resort secondarily obligated with respect to any of the Collateral indebtedness that arises from the existence or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The performance of the obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise under this Guaranty, including, without limitation, any right of subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification, or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, in any security claim or collateral given to Purchasers to secure payment remedy of Bank against Borrower or any property securing any of the ObligationsIndebtedness, which Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity or under contract, statute or common law. The provisions of this sentence are for the express benefit of Borrower and each Guarantor agrees that it will not take other obligor primarily or secondarily obligated with respect to any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Company, to the extent the Obligations have not been finally Indebtedness as well as Bank and irrevocably paid in full in cash, Agent, for the benefit of itself may be enforced independently by Borrower and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by each such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligationsother obligor.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollection, and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers or Agent the Secured Party therefor or with respect thereto, whether or not furnished by a the Guarantor. None of Purchasers and Agent The Secured Party shall not be required to prosecute collection, enforcement or other remedies against any Company, any other the Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a the Guarantor for payment. The obligations of each the Guarantor to repay the Obligations hereunder shall be unconditional. The Guarantor shall have no right of subrogation with respect to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty payments made by the Guarantor hereunder until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers the Secured Party to secure payment of the Obligations, and each the Guarantor agrees that it will not take any action to enforce any obligations of any the Company to such the Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any the Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers Secured Party shall be entitled notwithstanding the foregoing, to file in the name of any the Guarantor or in its own name a claim for any and all indebtedness owing to a the Guarantor by such the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers Buyer or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers Buyer and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or payments made by any other claim which it may now or hereafter have against any Company in connection with this Guaranty Guarantor hereunder until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers Buyer to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any the Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any the Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and PurchasersBuyer, and Purchasers Buyer shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations. For the further security of Buyer and without in any way diminishing the liability of the Guarantors, following the occurrence of an Event of Default, all debts and liabilities, present or future of the Company to the Guarantors and all monies received from the Company or for its account by the Guarantors in respect thereof shall be received in trust for Buyer and Collateral Agent and promptly following receipt shall be paid over to Collateral Agent, for its benefit and in its capacity as collateral agent for the benefit of Buyer, until all of the Obligations have been paid in full in cash. This Guaranty shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the Guarantors to be the final, complete and exclusive expression of the guaranty agreement between the Guarantors and Buyer. No modification or amendment of any provision of this Guaranty shall be effective against any party hereto unless in writing and signed by a duly authorized officer of such party. Each Guarantor hereby releases the Company from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any “claims” (as defined in Section 101(5) of the Bankruptcy Code), whether arising under any law, ordinance, rule, regulation, order, policy or other requirement of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or assets or otherwise, to which the Guarantors are or would at any time be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by Buyer or Collateral Agent of its rights with respect to the Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectability, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers a Purchaser or the Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers the Agent or Agent the Lenders therefor or with respect thereto, whether or not furnished by a any Guarantor. None of Purchasers and Neither Agent nor any Lender shall be required to prosecute collection, enforcement or other remedies against any CompanyBorrower, any other Guarantor Guarantor, or any other guarantor of the Obligations or any other person or entityPerson, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. No Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or subrogation with respect to any other claim which it may now or hereafter have against payments made by any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowGuarantor hereunder, and each Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers the Agent or any Lender to secure payment of the Obligations, Obligations and each Guarantor agrees that it will not take any action to enforce any obligations of the Borrower to any Company to such Guarantor Guarantor, in each of the foregoing cases prior to the Obligations being finally and irrevocably paid in full in cashand the termination of the Commitments under the Credit Agreement, provided that, in the event of the bankruptcy or insolvency of any Companythe Borrower, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for on behalf of the benefit of itself and PurchasersLenders, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company the Borrower (exclusive of this Guaranty), vote such claim ) and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. The Borrower hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following: (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligationsany extension, and not of collectabilitymodification or renewal of, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or indulgence with respect theretoto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collectionsubstitution for, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations Guaranteed Debt or any other person part thereof or entityany agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or to enforce or resort to any of the Collateral or other preserve rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate into, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt; (g) any change of ownership of the Subsidiary Borrower or the insolvency, bankruptcy or any other change in the legal status of the Subsidiary Borrower; (h) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Subsidiary Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt; (j) the existence of any claim, setoff or other rights which the Borrower may have at any time against the Subsidiary Borrower or any other guarantor or any other person in connection herewith or with any unrelated transaction; (k) any borrowing, use of cash collateral, or grant of a security interest by the Subsidiary Borrower, as debtor in possession, under any applicable federal, state or foreign bankruptcy or other similar law; (l) the disallowance of all or any portion of any of the Lenders’ claims for repayment of the Guaranteed Debt under any applicable federal, state or foreign bankruptcy or other similar law; or (m) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the event foregoing clauses (a) through (l) of this paragraph. It is agreed that the Borrower’s liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof, and that the Borrower’s liability hereunder may be enforced regardless of the bankruptcy existence, validity, enforcement or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the ObligationsSubsidiary Borrower of the Guaranteed Debt in the manner agreed upon among the Administrative Agent, the Lenders and the Borrower.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers the Buyers or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers the Buyers and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or payments made by any other claim which it may now or hereafter have against any Company in connection with this Guaranty Guarantor hereunder until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers the Buyers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any the Company to such any Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any the Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and Purchasersthe Buyers, and Purchasers the Buyers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the ObligationsIndebtedness (irrespective of the aggregate amount thereof and whether or not the Indebtedness from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not of collectabilityimpair or in any way affect, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement in connection with the Indebtedness, or in connection with any other indebtedness or liability to Lender, or collateral held by Purchasers or Agent Lender therefor or with respect thereto, whether or not furnished by a GuarantorADES. None of Purchasers This Guaranty and Agent ADES's obligations hereunder shall not be required to prosecute collectionmodified, enforcement terminated, impaired or other remedies against in any Companyway affected by the execution, any other Guarantor delivery or guarantor of the Obligations performance by ADES, Borrower or any other person or entityof any other guaranty, or to enforce or resort to any of the Collateral endorsement or other rights agreement or remedies pertaining theretothe delivery of collateral therefor. Until such time as the Indebtedness has been finally and irrevocably paid in full, before calling on a Guarantor ADES waives any claim, remedy or other right which ADES might now have or hereafter acquire against Borrower or any other person that is primarily or contingently liable for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise Indebtedness including, without limitation, any right of subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification, or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate inin any claim or remedy of Lender against Borrower or any collateral therefor which Lender now has or hereafter acquires, any security whether or collateral given to Purchasers to secure payment of the Obligationsnot such claim, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid remedy or right arises in full in cashequity, provided thator under contract, in the event of the bankruptcy statute, or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.common law. 2

Nature of Guaranty: Continuing, Absolute and Unconditional. The Company hereby agrees that, to the fullest extent permitted by law, (a) This Guaranty is its obligations hereunder shall be continuing, absolute and is intended unconditional under any and all circumstances and not subject to be a continuing guaranty any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise (other than, with respect to any Loan, the contractual and voluntary permanent release by the Lenders of the obligation of the applicable Borrower to make payment of such Loan) and (b) the Obligations, validity and enforceability of this Guaranty shall not of collectability, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral impaired or other agreement held affected by Purchasers or Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid in full in cash, provided that, in Guaranteed Debt or any part thereof; (v) the event enforceability or validity of the bankruptcy Guaranteed Debt or insolvency any part thereof or the genuineness, enforceability or validity of any Company, agreement relating thereto or with respect to any collateral securing the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.Guaranteed Debt or

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers Lenders or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers Lenders and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or payments made by any other claim which it may now or hereafter have against any Company in connection with this Guaranty Guarantor hereunder until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers Lenders to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of the Borrower to any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Companythe Borrower, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and PurchasersLenders, and Purchasers Lenders shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company the Borrower (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Administrative Agent, L/C Issuer and irrevocably paid the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) any change of ownership of TMK or the insolvency, bankruptcy or any other change in the legal status of TMK; (viii) any change in, or the imposition of, any Law, decree, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of TMK to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt or this Guaranty, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence of any claim, setoff or other rights which the Borrower may have at any time against TMK or any other guarantor or any other Person in connection herewith or with any unrelated transaction; (xi) the Administrative Agent, the L/C Issuer and the Lenders’ election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar Law; (xii) any borrowing, use of cash collateral, or grant of a security interest by TMK, as debtor in possession, under Section 363 or 364 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; (xiii) the disallowance of all or any portion of any Companyof the Administrative Agent, the L/C Issuer and the Lender’s claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; or (xiv) any other fact or circumstance which might otherwise constitute grounds at Law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this paragraph. It is agreed that the Borrower’s liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and PurchasersGuaranteed Debt or any part thereof, and Purchasers shall that the Borrower’s liability hereunder may be entitled notwithstanding enforced regardless of the foregoingexistence, to file in the name of any Guarantor validity, enforcement or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any Applicable Law purporting to prohibit payment by TMK of the ObligationsGuaranteed Debt in the manner agreed upon among the Administrative Agent, the L/C Issuer, the Lenders and TMK.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid in full in cash, provided that, in Guaranteed Debt or any part thereof; (v) the event enforceability or validity of the bankruptcy Guaranteed Debt or insolvency any part thereof or the genuineness, enforceability or validity of any Company, agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the extent payment of indebtedness other than the Obligations have Guaranteed Debt, any part thereof or amounts which are not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor covered by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.116 13227198v7 27112.00011

Nature of Guaranty: Continuing, Absolute and Unconditional. Each Guarantor hereby agrees that, to the fullest extent permitted by law, (a) This Guaranty is its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise and (b) the validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given or to Purchasers enforce any right, power or remedy with respect to secure the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any person or entity with respect to the Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the ObligationsGuaranteed Debt, and each Guarantor agrees that it will any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) the insolvency, bankruptcy or any other change in the legal status of any Obligor; (viii) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of any Obligor to take any action to enforce any obligations required in connection with the performance of the Guaranteed Debt; (x) the existence of any Company to claim, setoff or other rights which such Guarantor prior may have at any time against any Obligor or any other guarantor in connection herewith or with any unrelated transaction; (xi) the disallowance of all or any portion of any of the Lenders' claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; (xii) any waiver by the Agent or Lenders of any condition precedent set forth in Article III including, without limitation, any disbursement of funds to a Borrower who has not executed and delivered a Note or any disbursement of funds on the basis of a facsimile (rather than original) signature for any Note (it being understood that upon the disbursement of funds by the Agent or Lenders to the Obligations being finally Company with respect to any Borrower identified to the Agent pursuant to Section 2.01(a) in the principal amount so identified for such Borrower, such amount shall for all purposes of this Guaranty be treated as a Loan outstanding to the applicable Borrower in accordance with the terms hereof and irrevocably paid of the Note and shall be included in full in cash, provided thatthe Guaranteed Debt, in the event of the bankruptcy or insolvency of any Company, each case without respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds satisfaction of any such claim condition precedent); or (xiii) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiii) of this Section. It is agreed that each Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the ObligationsGuaranteed Debt or any part thereof and that such Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Debt in the manner agreed upon among the Agent, the Lenders and any Obligor. To the extent that, by operation of Section 18 of any Note or otherwise, the Lenders are not entitled to collect any portion of the Guaranteed Debt in the amount and manner provided for in any Note (such portion being the "Excess Amount"), the Guarantors shall nevertheless be obligated to, and shall, pay to the Lenders, as additional consideration for entering into this Agreement, funding the Loans and thereby benefitting the Company and the Other Guarantors, an amount equal to such Excess Amounts. Such additional consideration shall be paid upon demand made on or after the date such Excess Amount was otherwise due. Notwithstanding any references contained in this Section 7.03 to the contrary, the parties hereto acknowledge that as of the Closing Date the Obligations will be unsecured.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers Buyers or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers Buyers and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right to exercise any defer its right of subrogation, reimbursement, indemnity, exoneration, contribution or subrogation with respect to any other claim which it may now or hereafter have against payments made by any Company in connection with this Guaranty Guarantor hereunder until repayment of the termination of this Guaranty in accordance with Section 8 belowObligations, and until such time hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers Buyers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any the Company to such any Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any the Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and PurchasersBuyers, and Purchasers Buyers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent Holders therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent Holders shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any the Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any the Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any the Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers Holders shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, Indebtedness and not of collectabilitycollection of the Indebtedness (irrespective of the aggregate amount thereof and whether or not the Indebtedness from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and is intended to be independent of and does not impair or in addition to any way affect, any other guaranty, endorsementindorsement, collateral or other agreement in connection with the indebtedness, or in connection with any other indebtedness or liability to Bank, or collateral held by Purchasers or Agent Bank therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers This Guaranty and Agent Guarantor's obligations hereunder shall not be required to prosecute collectionmodified, enforcement terminated, impaired or other remedies against in any Companyway affected by the execution, any other Guarantor delivery or guarantor of the Obligations performance by Guarantor, Debtor or any other person or entityof any other guaranty, or to enforce or resort to any of the Collateral indorsement or other rights agreement or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations the delivery of each Guarantor to repay the Obligations hereunder shall be unconditionalcollateral therefor. Guarantor shall waives any claim, remedy or other right which Guarantor might now have no right to exercise or hereafter acquire against Debtor or any other person that is primarily or contingently liable for the Indebtedness including, without limitation, any right of subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification, or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate inin any claim or remedy of Bank against Debtor or any collateral therefor which Bank now has or hereafter acquires, any security whether or collateral given to Purchasers to secure payment of the Obligationsnot such claim, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid remedy or right arises in full in cashequity, provided thator under contract, in the event of the bankruptcy statute, or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligationscommon law.

Nature of Guaranty: Continuing, Absolute and Unconditional. Each Guarantor hereby agrees that, to the fullest extent permitted by law, (a) This Guaranty is its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise and (b) the validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given or to Purchasers enforce any right, power or remedy with respect to secure the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any person or entity with respect to the Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the ObligationsGuaranteed Debt, and each Guarantor agrees that it will any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) the insolvency, bankruptcy or any other change in the legal status of any Obligor; (viii) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of any Obligor to take any action to enforce any obligations required in connection with the performance of the Guaranteed Debt; (x) the existence of any Company to claim, setoff or other rights which such Guarantor prior may have at any time against any Obligor or any other guarantor in connection herewith or with any unrelated transaction; (xi) the disallowance of all or any portion of any of the Lenders' claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (xii) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xii) of this Section. It is agreed that each Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Obligations being finally Guaranteed Debt or any part thereof and irrevocably paid in full in cash, provided that, in the event that such Guarantor's liability hereunder may be enforced regardless of the bankruptcy existence, validity, enforcement or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Obligor of the Guaranteed Debt in the manner agreed upon among the Agent, the Lenders and any Obligor. To the extent that, by operation of Section 18 of any Note or otherwise, the Lenders are not entitled to collect any portion of the Guaranteed Debt in the amount and manner provided for in any Note (such portion being the "Excess Amount"), the Guarantors shall nevertheless be obligated to, and shall, pay such Excess Amounts to the ObligationsLenders upon demand made on or after the date such Excess Amount was otherwise due.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations 16890530v8 120 this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though any Guaranteed Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) any change of ownership of TMK or the insolvency, bankruptcy or any other change in the legal status of TMK; (viii) any change in, or the imposition of, any Law, decree, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of TMK to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt or this Guaranty, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence of any claim, setoff or other rights which the Borrower may have at any time against TMK or any other guarantor or any other Person in connection herewith or with any unrelated transaction; (xi) the Administrative Agent, the L/C Administrator and the Lenders’ election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar Law; (xii) any borrowing, use of Cash Collateral, or grant of a security interest by TMK, as debtor in possession, under Section 363 or 364 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; (xiii) the disallowance of all or any portion of any Companyof the Guaranteed Parties’ claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, state or foreign bankruptcy or other similar Law; or (xiv) any other fact or circumstance which might otherwise constitute grounds at Law or equity for the benefit discharge or release of itself and Purchasersthe Borrower from its obligations hereunder, and Purchasers all whether or not the Borrower shall be entitled notwithstanding the foregoing, have had notice or knowledge of any act or omission referred to file in the name foregoing clauses (i) through (xiv) of this paragraph. It is agreed that the Borrower’s liability hereunder is independent of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.other guaranties or

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers Lenders or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers Lenders and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or payments made by any other claim which it may now or hereafter have against any Company in connection with this Guaranty Guarantor hereunder until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers Lenders to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of the Borrower to any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Companythe Borrower, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and PurchasersLenders, and Purchasers Lenders shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company the Borrower (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This a)This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectability, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all 113 circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though any Guaranteed Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) any change of ownership of TMK or the insolvency, bankruptcy or any other change in the legal status of TMK; (viii) any change in, or the imposition of, any Law, decree, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of TMK to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt or this Guaranty, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence of any claim, setoff or other rights which the Borrower may have at any time against TMK or any other guarantor or any other Person in connection herewith or with any unrelated transaction; (xi) the Administrative Agent, the L/C Administrator and the Lenders’ election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar Law; (xii) any borrowing, use of Cash Collateral, or grant of a security interest by TMK, as debtor in possession , under Section 363 or 364 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; (xiii) the disallowance of all or any portion of any Companyof the Guaranteed Parties’ claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; or (xiv) any other fact or circumstance which might otherwise constitute grounds at Law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this paragraph. It is agreed that the Borrower’s liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and PurchasersGuaranteed Debt or any part thereof, and Purchasers shall that the Borrower’s liability hereunder may be entitled notwithstanding enforced regardless of the foregoingexistence, to file in the name of any Guarantor validity, enforcement or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any Applicable Law purporting to prohibit payment by TMK of the ObligationsGuaranteed Debt in the manner agreed upon among the Guaranteed Parties and TMK.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though any Guaranteed Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) any change of ownership of TMK or the insolvency, bankruptcy or any other change in the legal status of TMK; (viii) any change in, or the imposition of, any Law, decree, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of TMK to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt or this Guaranty, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence of any claim, setoff or other rights which the Borrower may have at any time against TMK or any other guarantor or any other Person in connection herewith or with any unrelated transaction; (xi) the Administrative Agent, the L/C Administrator and the Lenders’ election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar Law; (xii) any borrowing, use of Cash Collateral, or grant of a security interest by TMK, as debtor in possession, under Section 363 or 364 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; (xiii) the disallowance of all or any portion of any Companyof the Guaranteed Parties’ claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; or (xiv) any other fact or circumstance which might otherwise constitute grounds at Law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this paragraph. It is agreed that the Borrower’s liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and PurchasersGuaranteed Debt or any part thereof, and Purchasers shall that the Borrower’s liability hereunder may be entitled notwithstanding enforced regardless of the foregoingexistence, to file in the name of any Guarantor validity, enforcement or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any Applicable Law purporting to prohibit payment by TMK of the ObligationsGuaranteed Debt in the manner agreed upon among the Guaranteed Parties and TMK.

Nature of Guaranty: Continuing, Absolute and Unconditional. The ---------------------------------------------------------- Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following: (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligationsany extension, and not of collectabilitymodification or renewal of, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or indulgence with respect theretoto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collectionsubstitution for, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations Guaranteed Debt or any other person part thereof or entityany agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or to enforce or resort to any of the Collateral or other preserve rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate into, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any person or entity with respect to the Guaranteed Debt or any part thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Facility Letter of Credit Providers might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (g) any change of ownership of the Company or the insolvency, bankruptcy or any other change in the legal status of the Company; (h) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Company to such Guarantor prior maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in connection with the Guaranteed Debt or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations being finally and irrevocably paid Guaranteed Debt or this Guaranty; (j) the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Company or any other guarantor or any other Person in full in cash, provided thatconnection herewith or with any unrelated transaction; (k) the Facility Letter of Credit Providers' election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar law; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under Section 363 or 364 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar law; (m) the disallowance of all or any portion of any Companyof the Facility Letter of Credit Providers' claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar law; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Guarantor from its obligations hereunder, all whether or not the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this paragraph. It is agreed that the Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and PurchasersGuaranteed Debt or any part thereof, and Purchasers shall that the Guarantor's liability hereunder may be entitled notwithstanding enforced regardless of the foregoingexistence, to file in the name of any Guarantor validity, enforcement or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the ObligationsCompany of the Guaranteed Debt in the manner agreed upon among the Agent, the Issuer, the Participants and the Company.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectability, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers a Purchaser or the Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. No Guarantor shall have no a right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against the Company or any Company other Guarantor in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and each Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of the Company or any Company other Guarantor to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of the Company or any Companyother Guarantor, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by the Company or such Company other Guarantor (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. The Borrower hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following: (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligationsany extension, and not of collectabilitymodification or renewal of, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or indulgence with respect theretoto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collectionsubstitution for, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations Guaranteed Debt or any other person part thereof or entityany agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or to enforce or resort to any of the Collateral or other preserve rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate into, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt; (g) any change of ownership of the Subsidiary Borrower or the insolvency, bankruptcy or any other change in the legal status of the Subsidiary Borrower; (h) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Subsidiary Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt; (j) the existence of any claim, setoff or other rights which the Borrower may have at any time against the Subsidiary Borrower or any other guarantor or any other person in connection herewith or with any unrelated transaction; (k) any borrowing, use of cash collateral, or grant of a security interest by the Subsidiary Borrower, as debtor in possession, under any applicable federal, state or foreign bankruptcy or other similar law; (l) the disallowance of all or any portion of any of the Lenders' claims for repayment of the Guaranteed Debt under any applicable federal, state or foreign bankruptcy or other similar law; or (m) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the event foregoing clauses (a) through (l) of this paragraph. It is agreed that the Borrower's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof, and that the Borrower's liability hereunder may be enforced regardless of the bankruptcy existence, validity, enforcement or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the ObligationsSubsidiary Borrower of the Guaranteed Debt in the manner agreed upon among the Administrative Agent, the Lenders and the Borrower.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though any Guaranteed Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) any change of ownership of TMK or the insolvency, bankruptcy or any other change in the legal status of TMK; (viii) any change in, or the imposition of, any Law, decree, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of TMK to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cash, provided that, in connection with the event of the bankruptcy Guaranteed Debt or insolvency of any Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and Purchasers, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and or to apply the proceeds of take any such claim to the Obligations.other action required

Nature of Guaranty: Continuing, Absolute and Unconditional. The ---------------------------------------------------------- Borrower hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following: (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligationsany extension, and not of collectabilitymodification or renewal of, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers or Agent therefor or indulgence with respect theretoto, whether or not furnished by a Guarantor. None of Purchasers and Agent shall be required to prosecute collectionsubstitution for, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations Guaranteed Debt or any other person part thereof or entityany agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or to enforce or resort to any of the Collateral or other preserve rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate into, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally Guaranteed Debt or any part thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the LC Issuer and irrevocably paid the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (g) any change of ownership of TMK Re or the insolvency, bankruptcy or any other change in the legal status of TMK Re; (h) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of TMK Re to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt or this Guaranty, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (j) the existence of any claim, setoff or other rights which the Borrower may have at any time against TMK Re or any other guarantor or any other Person in connection herewith or with any unrelated transaction; (k) the LC Issuer and the Lenders' election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar law; (l) any borrowing, use of cash collateral, or grant of a security interest by TMK Re, as debtor in possession, under Section 363 or 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar law; (m) the disallowance of all or any portion of any Companyof the LC Issuer and the Lenders' claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar law; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this paragraph. It is agreed that the Borrower's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and PurchasersGuaranteed Debt or any part thereof, and Purchasers shall that the Borrower's liability hereunder may be entitled notwithstanding enforced regardless of the foregoingexistence, to file in the name of any Guarantor validity, enforcement or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by TMK Re of the ObligationsGuaranteed Debt in the manner agreed upon among the Agent, the LC Issuer, the Lenders and TMK Re.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is The Borrower hereby agrees that, to the fullest extent permitted by Law, its obligations hereunder shall be continuing, absolute and is intended to be a continuing guaranty of payment of the Obligations, unconditional under any and all circumstances and not of collectability, and is intended to be independent of and in addition subject to any reduction, limitation, impairment, termination, defense (other guarantythan indefeasible payment in full), endorsementsetoff, collateral counterclaim or other agreement held recoupment whatsoever (all of which are hereby expressly waived by Purchasers or Agent therefor or with respect theretoit to the fullest extent permitted by Law), whether or not furnished by a Guarantor. None reason of Purchasers and Agent shall be required to prosecute collectionany claim of any character whatsoever, enforcement or other remedies against any Companyincluding, without limitation, any other Guarantor claim of waiver, release, surrender, alteration or guarantor compromise. The validity and enforceability of the Obligations this Guaranty shall not be impaired or any other person or entity, or to enforce or resort to affected by any of the Collateral following: (i) any extension, modification or other rights renewal of, or remedies pertaining theretoindulgence with respect to, before calling on a Guarantor for payment. The obligations of each Guarantor to repay or substitution for, the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution Guaranteed Debt or any other claim which it may now part thereof or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowagreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, and hereby waives any benefit of, and any right to participate inor preserve rights to, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any Company to such Guarantor prior person or entity with respect to the Obligations being finally and irrevocably paid Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though any Guaranteed Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii) any change of ownership of TMK or the insolvency, bankruptcy or any other change in the legal status of TMK; (viii) any change in, or the imposition of, any Law, decree, or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of TMK to maintain in full force, validity or effect or to obtain or renew when required all governmental, insurance and other approvals, licenses or consents required in cashconnection with the Guaranteed Debt or this Guaranty, provided thator to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence of any claim, setoff or other rights which the Borrower may have at any time against TMK or any other guarantor or any other Person in connection herewith or with any unrelated transaction; (xi) the Administrative Agent, the L/C Administrator and the Lenders’ election, in the event any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or insolvency other similar law, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or other similar provision under any applicable federal, state or foreign bankruptcy or other similar Law; (xii) any borrowing, use of Cash Collateral, or grant of a security interest by TMK, as debtor in possession , under Section 363 or 364 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; (xiii) the disallowance of all or any portion of any Companyof the Guaranteed Parties’ claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any applicable federal, state or foreign bankruptcy or other similar Law; or (xiv) any other fact or circumstance which might otherwise constitute grounds at Law or equity for the discharge or release of the Borrower from its obligations hereunder, all whether or not the Borrower shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this paragraph. It is agreed that the Borrower’s liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for the benefit of itself and PurchasersGuaranteed Debt or any part thereof, and Purchasers shall that the Borrower’s liability hereunder may be entitled notwithstanding enforced regardless of the foregoingexistence, to file in the name of any Guarantor validity, enforcement or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company (exclusive of this Guaranty), vote such claim and to apply the proceeds non-enforcement of any such claim other guaranties or other obligations or any provision of any Applicable Law purporting to prohibit payment by TMK of the ObligationsGuaranteed Debt in the manner agreed upon among the Guaranteed Parties and TMK.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers Buyers or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers Buyers and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any the Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers Buyers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any the Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any the Company, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and PurchasersBuyers, and Purchasers Buyers shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectabilitycollectibility, and is and is intended to be independent of and in addition to any other guaranty, endorsementindorsement, collateral or other agreement held by Purchasers Lenders or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Purchasers Lenders and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against any CompanyBorrower, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral (as defined in the Security Agreement) or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or payments made by any other claim which it may now or hereafter have against any Company in connection with this Guaranty until the termination of this Guaranty in accordance with Section 8 belowGuarantor hereunder, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers Lenders to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of the Borrower to any Company to such Guarantor prior to the Obligations being finally and irrevocably paid in full in cash, provided that, in the event of the bankruptcy or insolvency of any Companythe Borrower, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Collateral Agent, for the benefit of itself and PurchasersLenders, and Purchasers Lenders shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by such Company the Borrower (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations.

Nature of Guaranty: Continuing, Absolute and Unconditional. 2 (a) This Guaranty is and is intended to be a continuing guaranty of payment of the ObligationsIndebtedness, and not of collectability, and is intended to be independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Purchasers the Agent or Agent the Lenders therefor or with respect thereto, whether or not furnished by a the Guarantor. None of Purchasers and Agent shall be required to prosecute collection, enforcement or other remedies against any Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each the Guarantor to repay the Obligations Indebtedness hereunder shall be unconditionalunlimited. Notwithstanding anything to the contrary in this Guaranty, the Guarantor shall hereby irrevocably waives all rights which may have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against any Company arisen in connection with this Guaranty until to be subrogated to any of the rights (whether contractual, under the Bankruptcy code, including section 509 thereof, under common law or otherwise) of the Agent or any Lender against the Debtor or against any collateral security or guarantee or right of offset held by the Agent or any Lender for the payment of the Indebtedness. The Guarantor hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Debtor or any other Person which may have arisen in connection with this Guaranty So long as the Indebtedness remains outstanding, if any amount shall be paid by or on behalf of the Debtor to the Guarantor on account of any of the fights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent if required), to be applied against the Indebtedness, whether matured or unmatured, in such order as the Agent may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Indebtedness and the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Purchasers to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of any Company to such Guarantor prior to Commitments. Notwithstanding the Obligations being finally and irrevocably paid in full in cash, provided thatforegoing, in the event of the bankruptcy or insolvency of any Companythe Debtor, to the extent the Obligations have not been finally and irrevocably paid in full in cash, Agent, for on behalf of the benefit of itself and PurchasersLenders, and Purchasers shall be entitled notwithstanding the foregoing, to file in the name of any the Guarantor or in its own name a claim for any and all indebtedness owing to a the Guarantor by such Company (exclusive of this Guaranty)the Debtor, vote such claim and to apply the proceeds of any such claim to the ObligationsIndebtedness.