Common use of No Discharge Clause in Contracts

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the The obligations of Guarantors hereunder each Borrower under this Section 2.24 shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Borrower shall have had notice or knowledge of any of them: (ai) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations of the other Borrower or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied such Obligations, (bii) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, this Agreement or any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied ObligationsObligations of the other Borrower, (ciii) the Guarantied ObligationsObligations of the other Borrower, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (div) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsObligations of the other Borrower, even though Guarantied Party the Administrative Agent or the other BeneficiariesLenders, or any of them, might have elected to apply such payment to any part or all of the Guarantied ObligationsObligations of the other Borrower, (ev) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied ObligationsObligations of the other Borrower, (fvi) any defenses, set-offs or counterclaims which Company the other Borrower or any other Person may assert against Guarantied Party the Administrative Agent or any Beneficiary Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (gvii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor any Borrower as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the The obligations of Guarantors hereunder each Borrower under this Section 2.25 shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Borrower shall have had notice or knowledge of any of them: (ai) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations of the other Borrower or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied such Obligations, (bii) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, this Agreement or any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied ObligationsObligations of the other Borrower, (ciii) the Guarantied ObligationsObligations of the other Borrower, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (div) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsObligations of the other Borrower, even though Guarantied Party the Administrative Agent or the other BeneficiariesLenders, or any of them, might have elected to apply such payment to any part or all of the Guarantied ObligationsObligations of the other Borrower, (ev) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied ObligationsObligations of the other Borrower, (fvi) any defenses, set-offs or counterclaims which Company the other Borrower or any other Person may assert against Guarantied Party the Administrative Agent or any Beneficiary Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (gvii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor any Borrower as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors ------------ hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Exchange Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Parent Issuer may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or if the other Beneficiaries, or any of them, Beneficiary might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Supplier may assert against Guarantied Party or any the Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usurysatisfaction, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty Guarantee and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than performance of such Guaranteed Obligations as are to be performed and by indefeasible payment in full of the Guarantied Obligationssuch Guaranteed Obligations as are to be paid), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of Notes or the other Loan Documents, the Lender Swap Agreements Transaction Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of performance or payments received from any source to the performance or payment of indebtedness liabilities other than the Guarantied Guaranteed Obligations, even though Guarantied any Guaranteed Party or the other Beneficiaries, or any of them, might have elected to apply such performance or payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, (f) any defenses, set-offs or counterclaims which Company that the Guarantor Sub may assert against Guarantied any Guaranteed Party or any Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligationsoperate to prejudice, affect or discharge this Guarantee.

No Discharge. This Guaranty The liabilities and obligations of each Mortgagor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder the Secured Obligations and without limiting the foregoing, neither the liabilities of any Mortgagor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Borrower or enforce any Mortgagor or agreement not to assert any other Security Party or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower or any Mortgagor or any other Security Party or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its obligations under the Facility Agreement or any of the Guarantied Obligations, other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower or any such Mortgagor or such Security Party or such other person; (f) the insolvency, bankruptcy or liquidation or any defensesincapacity, set-offs disability, death or counterclaims which Company may assert against Guarantied limitation or any change in the constitution or status of the Borrower or any Mortgagor or any other Security Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee and/or the Lenders or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee and/or the Lenders at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or the Lenders may now or hereafter have from or against any Mortgagor or any other Security Party or any other person; [Group Share Mortgage] (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against any Mortgagor or any other Security Party or any other person or any compromise, arrangement or settlement with any of the same; (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do prejudice, affect or discharge this Deed or the liability of any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied ObligationsMortgagor hereunder.

No Discharge. This Guaranty and The liability of the obligations of Guarantors hereunder shall be valid and enforceable and Guarantor under this Guarantee shall not be subject to any limitation, impairment limited or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of themdischarged by: (a) any failure release or discharge of any obligation of Merger Sub or Parent contained in the Merger Agreement resulting from any change in the corporate or other company existence, structure or ownership of Merger Sub or Parent, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Merger Sub or Parent or any of their respective assets; (b) any amendment or modification of the Merger Agreement (or any document entered into in connection therewith), or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to assert any departure from the terms of the Merger Agreement or enforce or agreement not to assert or enforcethe documents entered into in connection therewith, or the stay or enjoining, by order settlement of court, by operation any dispute of law or otherwise, any of the exercise terms thereof; (c) any lack of validity, legality or enforcement ofenforceability of the Merger Agreement or any other agreement or instrument referred to herein, including this Guarantee; (d) the failure of the Company (i) to assert any claim or demand or to enforce any right, power right or remedy (including any right of setoff) against Merger Sub or Parent under the provisions of the Merger Agreement, this Guarantee or pursuant to any applicable Law or otherwise, or (ii) to exercise any right or remedy against any other guarantor of any Guaranteed Obligation; (e) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with any Guaranteed Obligation or otherwise; (f) the adequacy of any means the Company may have of obtaining payment or performance of any Guaranteed Obligations; (g) the addition, substitution or release of any Person now or hereafter liable with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, otherwise interested in the transactions contemplated by the Merger Agreement; or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (gh) any other act or thing or omission, or delay to do any other act or thing, which omission that may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as an obligor in respect a matter of law or equity (other than payment of the Guarantied Guaranteed Obligations); provided that, notwithstanding any other provision of this Guarantee to the contrary, the Company hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Sub of its obligations under the Merger Agreement.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Borrower may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements any Related Credit Arrangement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Loan Party may assert against Guarantied any Secured Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a the Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Exchange Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Issuer may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defensesdefenses (other than the defense of payment or performance), set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The liabilities and obligations of the Subordinated Lender under this deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until the expiry of Guarantors hereunder the Security Period and without limiting the foregoing, neither the liabilities of the Subordinated Lender under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject prejudiced, affected or discharged by:- (a) the granting of any time or indulgence to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the followingDebtors, whether the Subordinated Lender or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure to perfect lack of capacity or continue perfection deficiency in the powers of a security interest in any collateral which secures any of the Guarantied ObligationsDebtors, the Subordinated Lender or any other person to enter into or perform any of its respective obligations under the Facility Agreement or any of the other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority [Group Subordination Deed] by any person purporting to act on behalf of any Debtor, the Subordinated Lender or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of any Debtor, the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and Subordinated Lender or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against the Subordinated Lender, any Debtor or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against any Debtor or the Subordinated Lender or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied ObligationsSubordinated Lender hereunder.

No Discharge. This Guaranty Guarantee and the obligations of Guarantors each Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty guarantee of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty guarantee or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or if the other Beneficiaries, or any of them, Beneficiary might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Supplier may assert against Guarantied Party or any the Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury(other than the right to set off or recoup overdue undisputed payments due from Beneficiary under the TPPA), and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a either Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Purchase Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements any Related Credit Arrangement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Loan Party may assert against Guarantied any Secured Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The liabilities and obligations of the Chargor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder shall be valid the Secured Obligations and enforceable and without limiting the foregoing, neither the liabilities of the Chargor under this Deed nor the validity or enforceability of this Deed shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Chargor or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Chargor or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligations, other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Chargor or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and Chargor or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or [Charge Over Deposit Account] becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against the Chargor or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Chargor or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied ObligationsChargor hereunder.

No Discharge. This Guaranty The liabilities and obligations of the Chargor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder the Secured Obligations and without limiting the foregoing, neither the liabilities of the Chargor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Chargor or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Chargor or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligations, other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Chargor or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and Chargor or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any [Asia Netcom Corporation Debenture] power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against the Chargor or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Chargor or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied ObligationsChargor hereunder.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit any Transaction Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, other than payment in full, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The liabilities and obligations of each Subordinated Lender under this deed and the obligations of Guarantors hereunder security constituted by this Deed shall be valid and enforceable and shall not be subject to remain in force notwithstanding any limitationact, impairment omission, event or discharge for any reason (other than payment in full circumstance whatsoever until the expiry of the Guarantied Obligations)Security Period and without limiting the foregoing, including without limitation neither the occurrence liabilities of any of the followingSubordinated Lenders under this Deed nor the validity or enforceability of this Deed shall be prejudiced, whether affected or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Borrower, any Subordinated Lender or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under [Group Subordination Deed] the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower, any Subordinated Lender or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligationsother Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower, any Subordinated Lender or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied ObligationsBorrower, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and any Subordinated Lender or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against each Subordinated Lender, the Borrower or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Borrower or any Subordinated Lender or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk liability of a Guarantor as an obligor in respect of the Guarantied Obligationseach Subordinated Lender hereunder.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable enforceable, subject to bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or law), and shall not be subject to any limitation, impairment or discharge for any reason (other than the occurrence of the Termination Date or as otherwise provided in the Loan Documents or, with respect to any Secured Swap Obligations or Secured Cash Management Obligations, the payment in full of such obligations or as otherwise provided in the Guarantied Obligationsapplicable Counterparty Agreement), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, ; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Counterparty Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, ; (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party any Agent or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, ; (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, ; (f) any defensesdefenses (other than defenses of payment or performance), set-offs or counterclaims which Company any Guarantee Party may assert against Guarantied Party any Agent or any Beneficiary Secured Party in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thingthing (other than the payment in full of the Guaranteed Obligations), which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable enforceable, subject to bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or law), and shall not be subject to any limitation, impairment or discharge for any reason (other than the occurrence of the Termination Date or as otherwise provided in the Loan Documents or, with respect to any Secured Swap Obligations or Secured Cash Management Obligations, the payment in full of such obligations or as otherwise provided in the Guarantied Obligationsapplicable Counterparty Agreement), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, ; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Counterparty Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, ; (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party Agent or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, ; (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, ; (f) any defensesdefenses (other than defenses of payment or performance), set-offs or counterclaims which Company any Guarantee Party may assert against Guarantied Party Agent or any Beneficiary Secured Party in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thingthing (other than the payment in full of the Guaranteed Obligations), which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty The liabilities and obligations of the Assignor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder the Secured Obligations and without limiting the foregoing, neither the liabilities of the Assignor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Assignor or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Assignor or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligations, other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Assignor or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and Assignor or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against the Borrower, any Assignor or any other [Security Assignment] person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Assignor or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied ObligationsAssignor hereunder.

No Discharge. This Guaranty The liabilities and obligations of each Assignor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder the Secured Obligations and without limiting the foregoing, neither the liabilities of any Assignor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Borrower, any Assignor or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other [Group Assignment of Insurances] documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower, any Assignor or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligationsother Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower, any Assignor or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied ObligationsBorrower, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and any Assignor or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against the Borrower, any Assignor or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Borrower, any Assignor or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Assignment or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied ObligationsBorrower or any Assignor hereunder.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f1) any defenses, set-offs or counterclaims which Company Borrower may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The liabilities and obligations of each Chargor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder shall be valid the Secured Obligations and enforceable and without limiting the foregoing, neither the liabilities of any Chargor under this Deed nor the validity or enforceability of this Deed shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- [Singapore Group Debenture] (a) the granting of any failure time or indulgence to assert the Borrower or enforce any Chargor or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower or any Chargor or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligationsother Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower, any Chargor or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied ObligationsBorrower, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and any Chargor or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against any Chargor or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against any Chargor or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do prejudice, affect or discharge this Deed or the liability of any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied ObligationsChargor hereunder.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied ObligationsAmounts), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations Amounts or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, Amounts; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Purchase Agreement, any of the other Loan Documents, the Lender Swap Agreements Related Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, Amounts; (c) the Guarantied ObligationsAmounts, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsAmounts, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, Amounts; (e) any failure to perfect or continue perfection of a security interest in any collateral which that secures any of the Guarantied Obligations, Amounts; (f) any defenses, set-offs or counterclaims which that the Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied ObligationsAmounts, including including, but not limited to to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of a the Guarantor as an obligor in respect of the Guarantied ObligationsAmounts.

No Discharge. This Guaranty The liabilities and obligations of the Mortgagor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until the expiry of Guarantors hereunder the Security Period and without limiting the foregoing, neither the liabilities of the Mortgagor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Mortgagor or enforce any other Security Party or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Mortgagor or any other Security Party or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its obligations under the Facility Agreement or any of the Guarantied Obligations, other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Mortgagor or such Security Party or such other person; (f) the insolvency, bankruptcy or liquidation or any defensesincapacity, set-offs disability, death or counterclaims which Company may assert against Guarantied limitation or any change in the constitution or status of the Mortgagor or any other Security Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee and/or the Lenders or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee and/or the Lenders at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or the Lenders may now or hereafter have from or against the Mortgagor or any other Security Party or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Mortgagor or any other Security Party or any other person or any compromise, arrangement or settlement with any of the same; [Mortgage of Shares] (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied ObligationsMortgagor hereunder.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce enforce, or any agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Purchase Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements any Related Credit Arrangement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other BeneficiariesLender Group, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Loan Party may assert against Guarantied Party or any Beneficiary of the Lender Group in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a the Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable enforceable, subject to bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or law), and shall not be subject to any limitation, impairment or discharge for any reason (other than the occurrence of the Termination Date or as otherwise provided in the Loan Documents or, with respect to any Secured Swap Obligations or Secured Cash Management Obligations, the payment in full of such obligations or as otherwise provided in the Guarantied Obligationsapplicable Counterparty Agreement), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, ; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Counterparty Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, ; (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party Agent or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, ; (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, ; (f) any defensesdefenses (other than defenses of payment or performance), set-offs or counterclaims which Company any Guarantee Party may assert against Guarantied Party Agent or any Beneficiary Secured Party in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thingthing (other than the payment in full of the Guaranteed Obligations), which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any defense to its obligations by reason of any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Secured Hedge Agreements, the Secured Cash Management Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, and (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The liabilities and obligations of the Mortgagor under this Deed and the obligations security [Mortgage of Guarantors hereunder Shares] constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until the expiry of the Security Period and without limiting the foregoing, neither the liabilities of the Mortgagor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert or enforce or agreement not to assert or enforce, the Borrower or the stay Mortgagor or enjoining, by order of court, by operation of law any other Security Party or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower or the Mortgagor or any other Security Party or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its obligations under the Facility Agreement or any of the Guarantied Obligations, other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower or the Mortgagor or such Security Party or such other person; (f) the insolvency, bankruptcy or liquidation or any defensesincapacity, set-offs disability, death or counterclaims which Company may assert against Guarantied limitation or any change in the constitution or status of the Borrower or the Mortgagor or any other Security Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee and/or the Lenders or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee and/or the Lenders at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or the Lenders may now or hereafter have from or against the Borrower or the Mortgagor or any other Security Party or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Borrower or the Mortgagor or any other Security Party or any other person or any compromise, arrangement or settlement with any of the same; (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do any other act prejudice, affect or thing, which may discharge this Deed or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect liability of the Guarantied Obligations.Mortgagor hereunder. [Mortgage of Shares]

No Discharge. This Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable enforceable, subject to bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or law), and shall not be subject to any limitation, impairment or discharge for any reason (other than the occurrence of the Termination Date or as otherwise provided in the Loan Documents or, with respect to any Secured Swap Obligations or Secured Cash Management Obligations, the payment in full of such obligations or as otherwise provided in the Guarantied Obligationsapplicable Counterparty Agreement), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, ; (b) any waiver waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Counterparty Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, ; (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party the Agent or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, ; (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, ; (f) any defensesdefenses (other than defenses of payment or performance in full), set-offs or counterclaims which Company any Guarantee Party may assert against Guarantied Party the Agent or any Beneficiary Secured Party in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thingthing (other than the payment in full of the Guaranteed Obligations), which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty The liabilities and obligations of each Chargor under this Deed and the obligations security constituted by this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until full, proper and valid payment and discharge of Guarantors hereunder the Secured Obligations and without limiting the foregoing, neither the liabilities of any Chargor under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject to any limitationprejudiced, impairment affected or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: discharged by:- (a) the granting of any failure time or indulgence to assert the Borrower or enforce any Chargor or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, any other person in respect of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Secured Obligations, ; (b) any waiver variation or modification of, or any consent to departure from, any of the terms or provisions of the Credit Facility Agreement, any of the other Loan Documents, the Lender Swap Agreements Finance Documents or any agreement other documents referred to therein or instrument executed pursuant related thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligationsinvalidity or unenforceability of any obligation or liability of any party under the Facility Agreement, any of the other Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from the Facility Agreement, any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower or any Chargor or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under the Facility Agreement or any of the Guarantied Obligationsother Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower, any Chargor or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied ObligationsBorrower, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and any Chargor or any other person; (g) any other act Finance Document, Security Interest, guarantee or thing other security or right or remedy being or becoming held by or available to the Security Trustee, any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Trustee or any Finance Party at any time releasing, refraining from [Hong Kong Group Debenture] enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Trustee and/or any Finance Party may now or hereafter have from or against any Chargor or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against any Chargor or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do prejudice, affect or discharge this Deed or the liability of any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied ObligationsChargor hereunder.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable enforceable, subject to bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or law), and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full the occurrence of the Guarantied ObligationsTermination Date or as otherwise provided in the Loan Documents), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, ; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, ; (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party Agent or the other BeneficiariesCredit Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, ; (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, ; (f) any defensesdefenses (other than defenses of payment or performance), set-offs or counterclaims which Company any Guarantee Party may assert against Guarantied Party Agent or any Beneficiary Credit Party in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thingthing (other than the payment in full of the Guaranteed Obligations), which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit AgreementNotes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Guaranteed Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, and (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Guaranteed Party or any Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might than payment in any manner or to any extent vary the risk of a Guarantor as an obligor in respect full of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty and the The obligations of Guarantors hereunder each Borrower under this Section 5.10 shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Borrower shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations of any other Borrower or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied such Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, this Agreement or any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied ObligationsObligations of any other Borrower, (c) the Guarantied ObligationsObligations of any other Borrower, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsObligations of any other Borrower, even though Guarantied Party Agent or the other BeneficiariesLenders, or any of them, might have elected to apply such payment to any part or all of the Guarantied ObligationsObligations of any other Borrower, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied ObligationsObligations of any other Borrower, (f) any defenses, set-offs or counterclaims which Company any other Borrower or any other Person may assert against Guarantied Party Agent or any Beneficiary Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor any Borrower as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The guaranty in this Section 8 and the obligations of Guarantors Parent hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Parent shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit this Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party the Administrative Agent or the other BeneficiariesLenders, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, (f) any defenses, set-offs or counterclaims which Company that any Borrower may assert against Guarantied Party the Administrative Agent or any Beneficiary Lender in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of a Guarantor Parent as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Except as otherwise expressly provided in this Guaranty, Guarantor agrees that its obligations under this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject released, diminished, or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any limitationof the following: (a) any modification, impairment extension, or discharge increase of all or any part of the Guaranteed Obligations or the Loan Documents; (b) any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender or Administrative Agent to Borrower or Guarantor; (c) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations, or any dissolution of Borrower or Guarantor, or any payment by Borrower to Lender or Administrative Agent being held to constitute a preference under bankruptcy laws or for any reason Lender or Administrative Agent is required to refund such payment or pay such amount to Borrower or someone else pursuant to any applicable Federal or State bankruptcy or insolvency law relating to the bankruptcy or insolvency of Borrower or Guarantor; (other than payment in full d) any sale, lease or transfer of any or all of the Guarantied assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor, or the reorganization, merger or consolidation of Borrower into or with any other corporation or entity; (e) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations), or any document or agreement executed in connection with or evidencing the Guaranteed Obligations, for any reason whatsoever, including without limitation the occurrence of any of fact that (i) the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforceGuaranteed Obligations, or any part thereof, exceeds the stay or enjoiningamount permitted by law, by order (ii) the act of court, by operation of law or otherwise, of creating the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating theretopart thereof is ultra xxxxx, (iii) the GUARANTY OF REQUIRED EQUITY, REQUIRED PAY DOWN AND MASTER LEASE – Page 3 59940-29/Cityplace Tower officers or representatives executing the Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower (or any other Person) has valid defenses (except the defense of payment or performance of the applicable Guaranteed Obligation), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially reduced or uncollectible from Borrower (whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations, the transactions creating the Guaranteed Obligations or otherwise), (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or with respect given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other guaranty Person be found not liable on the Guaranteed Obligations or any part thereof for any reason; (f) any full or partial release of the liability of Borrower for any part of the Guaranteed Obligations, or security for of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement relating theretothat other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender or Administrative Agent will look to other Persons to pay or perform the Guaranteed Obligations; (g) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations; (h) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time being found to be illegalexisting in connection with, invalid or unenforceable in assuring or securing payment of, all or any respect, part of the Guaranteed Obligations; (di) the application failure of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party Lender or the other Beneficiaries, Administrative Agent or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of them, might have elected to apply such payment to all or any part of such collateral, property or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligationssecurity, including but not limited to failure of considerationany neglect, breach of warrantydelay, paymentomission, statute of frauds, statute of limitations, accord and satisfaction and usury, and failure; or (gj) any other act action taken or thing or omissionomitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or delay the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to do pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any other act occurrence, circumstance, event, action, or thingomission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which may or might in any manner or to any extent vary obligation shall be deemed satisfied only upon the risk of a Guarantor as an obligor in respect full and final payment and satisfaction of the Guarantied ObligationsGuaranteed Obligations (except for only those obligations which, by their express terms, survive indefeasible repayment of the Debt).

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment impairment, or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Interest Rate Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against List of Exhibits Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than the payment in full of the Guarantied Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Credit Documents, the Lender Swap Agreements Swaps or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party the Lender or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, (f) any defenses, set-offs or counterclaims which Company any Borrower may assert against Guarantied Party the Lender or any other Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent alter or vary the risk of a the Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty Agreement and the obligations of Guarantors Equity Obligor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than the limitations set forth in this Agreement, the payment in full of the Guarantied ObligationsObligations and, subject (in the case of Sections 5(i) and 5(iii) hereof only) to the last paragraph of Section 1 hereof to the extent provided in Section 5 hereof, the termination of this Agreement pursuant to Section 5 hereof), including without limitation the occurrence of any of the following, whether or not any Guarantor Equity Obligor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the any Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the any Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of Note Documents or the other Loan Transaction Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the any Guarantied Obligations, (c) the any Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source (other than payments to any Beneficiary by Equity Obligor, PA Xxxxxxx, the Parent Entities or any guarantor of the Equity Obligor) to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, a Beneficiary might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, and (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor Equity Obligor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Subject only to the limitation set forth in Section 1(b), Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to discharged, affected or impaired by any limitation, impairment act of Lender or discharge for any reason (other than event or condition except full performance of and indefeasible payment in full of the Guarantied Guarantor's Obligations. Subject only to the limitation set forth in Section 1(b), including Guarantor agrees that, without limitation full performance of and indefeasible payment in full of the occurrence Guarantor's Obligations, the liability of Guarantor hereunder shall not be discharged, affected or impaired by: (i) the renewal or extension of time for the payment or performance of the Secured Obligations under any of the followingLoan Documents or any other agreement relating to the Secured Obligations, whether made with or without notice to or the knowledge or consent of Guarantor; (ii) any modification or amendment of the Loan Documents, with or without notice to or the knowledge or consent of Guarantor, including but not limited to any Guarantor further or future extensions of credit which shall have had notice become a part of the Guarantor's Obligations (subject to the limitations set forth in Section 1(b)), any change or knowledge modification of the interest rate, payment terms, maturity date or any other covenant of any agreement of them: Borrower or any other Loan Party; (aiii) any failure to assert transfer, waiver, compromise, settlement, modification, surrender, or enforce release of the Note, the Loan Agreement or any of the other Loan Documents; (iv) the release or agreement not to assert sue without reservation of rights of Borrower, any other Loan Party or enforce, any other person or the stay entity liable in any way for repayment of or enjoining, by order of court, by operation of law or otherwise, performance of the exercise or Secured Obligations; (v) the existence of any defenses to enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied ObligationsNote, (b) any waiver the Loan Agreement or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, other than payment in full and performance of all Secured Obligations; (vi) any failure, omission, delay or inadequacy, whether entire or partial, of Lender to exercise any right, power or remedy regarding the Lender Swap Agreements Loan or to enforce or realize upon (or to make Guarantor party to the enforcement or realization upon) any agreement or instrument executed pursuant thereto, or of any other guaranty or Lender's security for the Guarantied Obligations, Loan; (cvii) the Guarantied Obligationsexistence of any set-off, claim, reduction, or diminution of the Secured Obligations and/or the Guarantor's Obligations (other than payment), or any agreement relating theretodefense of any kind or nature, at which Guarantor may have against Borrower or any time being found to be illegal, invalid other Loan Party or unenforceable in which Borrower or any respect, other Loan Party has against Lender; (dviii) the application of payments received from any source to the payment of indebtedness any obligation other than the Guarantied Secured Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, Lender might lawfully have elected to apply such payment payments to any part or all of the Guarantied Secured Obligations; (ix) the addition of any and all other endorsers, guarantors, obligors and other persons liable for the payment of and/or the performance of the Secured Obligations and the acceptance of any other security for the payment of and/or performance of the Secured Obligations; (ex) the power or authority or lack of power or authority of Borrower to execute and deliver the Note, or the Loan Agreement or of Borrower or any other Loan Party to execute, acknowledge or deliver any one or more of the Loan Documents; (xi) the validity or invalidity of the Note, the Loan Agreement or the other Loan Documents; (xii) the existence or non-existence of Borrower or any other Loan Party as a legal entity; (xiii) the transfer by Borrower or any other Loan Party of all, or any part of, or any interest in all or any part of the Property or any other Collateral; (xiv) the institution by or against Borrower or any other Loan Party of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmation of any one or more of the Loan Documents in any such proceedings or otherwise; (xv) any irregularity or the unenforceability (by reason of any governmental agency's purporting to reduce or amend or otherwise affect the Secured Obligations), or the release or discharge of Borrower in any receivership, bankruptcy, winding-up or other creditor proceedings; (xvi) the determination by a court of competent jurisdiction that Borrower or any other Loan Party is not required to pay any Indebtedness (as such term is defined in the Loan Agreement) pursuant to operation of law; (xvii) the acceptance by Lender of payment of a part of the Indebtedness, or any failure, neglect or omission on the part of Lender to realize on or protect any of the Indebtedness or any real estate, personal property, or mortgage or lien security given as security therefor, or to exercise any lien upon, or right of appropriation of, any monies, credits or property of Borrower toward liquidation of the Secured Obligations; (xviii) the failure by Lender or anyone acting on behalf of Lender to perfect or continue maintain perfection of a any lien or security interest upon any Collateral given at any time to secure repayment of the Loan; (xix) any right or claim whatsoever which Guarantor may have against Borrower, any other Loan Party or Lender or the successors or assigns of any of them; or (xx) the occurrence of any default under the terms of any Mezzanine Loan Documents (as defined in the Loan Agreement) and the exercise by Mezzanine Lender of any right or remedy thereunder, including the foreclosure of its security interest in the membership interests of Borrower. all whether or not Guarantor shall have had notice or knowledge of any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing omission referred to in the foregoing clauses (i) through (xx) of this Section. Subject only to the limitations set forth in Section 1(b), Guarantor intends that Guarantor shall remain liable hereunder as a principal obligor until all of Guarantor's Obligations shall have been paid in full and performed in accordance with the terms and conditions of this Guaranty, notwithstanding any fact, act, event or omission, occurrence which might otherwise operate as a legal or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk equitable discharge of a Guarantor as an obligor in respect of the Guarantied Obligationssurety or guarantor.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or 130 CREDIT AGREEMENT unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party the Administrative Agent or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, (f) any defenses, set-offs or counterclaims which that the Company may assert against Guarantied Party the Administrative Agent or any Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of a the Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit AgreementLeases, any of the other Loan Documents, the Lender Swap Agreements Leases or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any North American Holdings Guaranty respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Completion Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitationdischarged, impairment affected or discharge impaired by: (a) the renewal or extension of time for any reason (other than the payment in full and/or performance of the Guarantied Obligations)obligations under the Environmental Indemnity Agreement, including without limitation the occurrence of Limited Guaranty or any of the followingSecured Obligations under any other Loan Document, whether made or performed with or without notice to or the knowledge or consent of Guarantor; (b) any modification or amendment of the Loan Documents, with or without notice to or the knowledge or consent of Guarantor, including but not limited to any Guarantor further or future extensions of credit which shall have had notice become a part of the Secured Obligations, any change or knowledge modification of the interest rate, payment terms, maturity date or any other covenant of any agreement of them: Borrower or any other Loan Party; (ac) any failure to assert transfer, waiver, compromise, settlement, modification, surrender, or enforce release of the Note, the Loan Agreement, the Environmental Indemnity Agreement, the Limited Guaranty, or any of the other Loan Documents; (d) the release or agreement not to assert xxx without reservation of rights of Borrower or enforce, or any other Loan Party; (e) the stay or enjoining, by order existence of court, by operation of law or otherwise, any defenses to enforcement of the exercise or enforcement ofNote, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Loan Agreement, the Environmental Indemnity Agreement, the Limited Guaranty or any of the other Loan Documents, other than payment in full of all the Secured Obligations; (f) any failure, omission, delay or inadequacy, whether entire or partial, of Lender Swap Agreements to exercise any right, power or remedy regarding the Loan or to enforce or realize upon (or to make Guarantor party to the enforcement or realization upon) any agreement or instrument executed pursuant thereto, or of any other guaranty or Lender’s security for the Guarantied ObligationsLoan, including, without limitation, the Property; (cg) the Guarantied existence of any set-off, claim, reduction, or diminution of the Secured Obligations, or any agreement relating theretodefense of any kind or nature, at which Guarantor may have against Borrower, Borrower’s members or any time being found to be illegalother Loan Party or which Borrower, invalid Guarantor or unenforceable in any respect, other Loan Party has against Lender; (dh) the application of payments received from any source to the payment of indebtedness any obligation other than the Guarantied Secured Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, Lender might lawfully have elected to apply such payment payments to any part or all of the Guarantied Secured Obligations; (i) the addition of any and all other endorsers, guarantors, obligors and other persons liable for the payment and/or performance of the Secured Obligations, and the acceptance of any other security for the payment and/or performance of the Secured Obligations; (ej) the power or authority or lack of power or authority of Borrower to execute and deliver the Note or the Loan Agreement, or of Borrower or any other Loan Party to execute, acknowledge or deliver any one or more of the Loan Documents; (k) the validity or invalidity of the Note, the Loan Agreement, the Environmental Indemnity Agreement, the Limited Guaranty, or the other Loan Documents; (l) the existence or non-existence of Borrower or any other Loan Party as a legal entity; (m) the transfer by Borrower or any other Loan Party of all, or any part of, or any interest in all or any part of the Property; (n) the institution by or against Borrower, Borrower’s members or any other Loan Party of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmation of the Environmental Indemnity Agreement, the Limited Guaranty, or any one or more of the Loan Documents in any such proceedings or otherwise; (o) any irregularity or the unenforceability (by reason of any Governmental Authority’s purporting to reduce or amend or otherwise affect the Secured Obligations), or the release or discharge of Borrower or Borrower’s members in any receivership, bankruptcy, winding-up or other creditor proceedings; (p) the determination by a court of competent jurisdiction that Borrower or any other Loan Party is not required to pay and/or perform the Secured Obligations pursuant to operation of law; (q) the acceptance by Lender of payment of a part of the Secured Obligations, or any failure, neglect or omission on the part of Lender to realize on or protect any of the Secured Obligations or any real estate, personal property, or mortgage or lien security given as security therefor, or to exercise any lien upon, or right of appropriation of, any monies, credits or property of Borrower toward liquidation of the Secured Obligations; (r) the failure by Lender or anyone acting on behalf of Lender to perfect or continue maintain perfection of a any lien or security interest in upon any collateral part of the Property given at any time to secure repayment of the Secured Obligations; or (s) any right or claim whatsoever which secures Guarantor may have against Borrower, Borrower’s members, any other Loan Party or Lender or the successors or assigns of any of the Guarantied Obligations, (f) them; all whether or not Guarantor shall have had notice or knowledge of any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay omission referred to do any other act or thing, which may or might in any manner or to any extent vary the risk foregoing clauses (a) through (s) of a Guarantor as an obligor in respect of the Guarantied Obligationsthis Section.

No Discharge. This Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to affected or impaired by any limitationact of Estate, impairment or discharge any event or condition except full performance (as called for herein) of the Obligations and repayment of the Indebtedness and any reason other sums due hereunder. Guarantor agrees that, without full performance (other than as called for herein) of the Obligations and payment in full of the Guarantied ObligationsIndebtedness (as called for herein), including the liability of Guarantor hereunder shall not be discharged by: (i) the renewal or extension of time for the payment of the Indebtedness or performance of the Obligations under the Lease or any other agreement relating to the Indebtedness or the Obligations, whether made with or without limitation the occurrence knowledge or consent of Guarantor; or (ii) any transfer, waiver, compromise, settlement, modification, surrender, or release of the Lease; or (iii) the existence of any defenses to enforcement of the followingLease; (iv) any failure, omission, delay or inadequacy, whether entire or partial, of Estate to exercise any right, power or remedy regarding the Lease; (v) the existence of any set-off, claim, reduction, or diminution of the Indebtedness, or any defense or any kind or nature, which Guarantor may have against the Corporation or which any party has against Estate; (vi) the addition of any and all other endorsers, guarantors, obligors, and other persons liable for the payment of the Indebtedness and performance of the Obligations; all whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any rightact or omission referred to in the foregoing clauses (i) through (vi) of this Paragraph. Guarantor intends that Guarantor shall remain liable hereunder as a principal until all Indebtedness shall have been paid in full and all Obligations have been performed, power notwithstanding any fact, act, event or remedy with respect to the Guarantied Obligations occurrence which might otherwise operate as a legal or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection equitable discharge of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs surety or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligationsguarantor.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or if the other Beneficiaries, or any of them, Beneficiary might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Supplier may assert against Guarantied Party or any the Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury(other than the right to set off or recoup overdue undisputed payments due from Beneficiary under the TPPA), and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of the Guarantors hereunder shall will be valid and enforceable and shall will not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall will have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements any Guaranteed Hedge Agreement, any Guaranteed Cash Management Agreement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though 3456711 4 3585221 the Guarantied Party or the any other Beneficiaries, or any of them, Beneficiary might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs setoffs or counterclaims which Company the Borrower or any other Credit Party may assert against the Guarantied Party or any other Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction satisfaction, and usury, and (g) any other act or act, thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Guarantied Obligations or (ii) Unasserted Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Note Purchase Agreement, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Parties or any of them, them might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against any Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury but excluding payment and performance of the Guarantied Obligations and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty Section 9 and the obligations of Guarantors Holdings hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Holdings shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit this Agreement, any of the other Loan Documents, the Lender Swap Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Borrower may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor Holdings as an obligor in respect of the Guarantied Obligations.

No Discharge. This Subsidiary Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Selected Revolving Lender Swap Agreements Hedge Agreements, any Selected Revolving Lender Cash Management Services or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though the Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company LS&Co., LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co. may assert against the Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty The liabilities and the obligations of Guarantors hereunder the Subordinated Lenders under this Deed shall remain in force notwithstanding any act, omission, event or circumstance whatsoever until the full performance and discharge of the Secured Obligations to the satisfaction of the Security Agent and without limiting the foregoing, neither the liabilities of the Subordinated Lenders under this Deed nor the validity or enforceability of this Deed shall be valid and enforceable and shall not be subject prejudiced, affected or discharged by:- (a) the granting of any time or indulgence to the Borrower, any limitation, impairment Subordinated Lender or discharge for any reason (other than payment person in full respect of the Guarantied Secured Obligations), including without limitation the occurrence ; (b) any variation or modification of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand Finance Documents or any right, power other documents referred to therein or remedy with respect to the Guarantied Obligations or any agreement relating related thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, ; (c) the Guarantied Obligations, invalidity or unenforceability of any obligation or liability of any party under any of the Finance Documents or any agreement relating other documents referred to therein or related thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) any invalidity or irregularity in the application execution of payments received from any source to of the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Finance Documents or any of them, might have elected other documents referred to apply such payment to any part therein or all of the Guarantied Obligations, relating thereto; (e) any failure lack of capacity or deficiency in the powers of the Borrower, any Subordinated Lender or any other person to perfect enter into or continue perfection perform any of a security interest in any collateral which secures its respective obligations under any of the Guarantied ObligationsFinance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Borrower, any Subordinated Lender or such other person; (f) any defensesthe insolvency, set-offs bankruptcy or counterclaims which Company may assert against Guarantied Party liquidation or any Beneficiary incapacity, disability or limitation or any change in respect the constitution or status of the Guarantied ObligationsBorrower, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and any Subordinated Lender or any other person; (g) any Security, guarantee or other act security or thing right or remedy being or becoming held by or available to the Security Agent or by any other person or by any of the same under any of the Finance Documents being or becoming wholly or partly void, voidable or unenforceable or impaired or by the Security Agent or at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Security Agent may now or hereafter have from or against any Subordinated Lender, the Borrower or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Borrower or any Subordinated Lender or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or delay circumstance which would or may but for this provision operate to do prejudice, affect or discharge this Deed or the liability of any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied ObligationsSubordinated Lender hereunder.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit this Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, in each case in accordance with their respective terms, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, Lender might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Borrower may assert against Guarantied Party or any Beneficiary the Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usuryusury (other than payment in full of the Guaranteed Obligations), and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a the Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors ------------ hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Derivative/FX Contracts or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company or FinServ may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of the Subsidiary Guarantors hereunder shall will be valid and enforceable and shall will not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Subsidiary Guarantor shall will have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements any Secured Hedge Agreement, any Secured Cash Management Agreement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though the Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs setoffs or counterclaims which Company the Borrower or any other Credit Party may assert against the Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction satisfaction, and usury, and (g) any other act or act, thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Subsidiary Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Except as otherwise expressly provided in this Guaranty, Guarantor agrees that its obligations under this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject released, diminished, or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any limitationof the following: (a) any modification, impairment extension, or discharge increase of all or any part of the Guaranteed Obligations or the Loan Documents; (b) any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender or Administrative Agent to Borrower or Guarantor; (c) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations, or any dissolution of Borrower or Guarantor, or any payment by Borrower to Lender or Administrative Agent being held to constitute a preference under bankruptcy laws or for any reason Lender or Administrative Agent is required to refund such payment or pay such amount to Borrower or someone else pursuant to any applicable Federal or State bankruptcy or insolvency law relating to the bankruptcy or insolvency of Borrower or Guarantor; (other than payment in full d) any sale, lease or transfer of any or all of the Guarantied assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor, or the reorganization, merger or consolidation of Borrower into or with any other corporation or entity; (e) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations), or any document or agreement executed in connection with or evidencing the Guaranteed Obligations, for any reason whatsoever, including without limitation the occurrence of any of fact that (i) the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforceGuaranteed Obligations, or any part thereof, exceeds the stay or enjoiningamount permitted by law, by order (ii) the act of court, by operation of law or otherwise, of creating the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating theretopart thereof is ultra xxxxx, (iii) the officers or representatives executing the Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower (or any other Person) has valid defenses (except the defense of payment or performance of the applicable Guaranteed Obligation), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially reduced or uncollectible from Borrower (whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations, the transactions creating the Guaranteed Obligations or otherwise), (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or with respect given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other guaranty Person be found not liable on the Guaranteed Obligations or any part thereof for any reason; (f) any full or partial release of the liability of Borrower for any part of the Guaranteed Obligations, or security for of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that GUARANTY OF RECOURSE OBLIGATIONS – Page 3 Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement relating theretothat other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender or Administrative Agent will look to other Persons to pay or perform the Guaranteed Obligations; (g) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations; (h) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time being found to be illegalexisting in connection with, invalid or unenforceable in assuring or securing payment of, all or any respect, part of the Guaranteed Obligations; (di) the application failure of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party Lender or the other Beneficiaries, Administrative Agent or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of them, might have elected to apply such payment to all or any part of such collateral, property or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligationssecurity, including but not limited to failure of considerationany neglect, breach of warrantydelay, paymentomission, statute of frauds, statute of limitations, accord and satisfaction and usury, and failure; or (gj) any other act action taken or thing or omissionomitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or delay the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to do pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any other act occurrence, circumstance, event, action, or thingomission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which may or might in any manner or to any extent vary obligation shall be deemed satisfied only upon the risk of a Guarantor as an obligor in respect full and final payment and satisfaction of the Guarantied ObligationsGuaranteed Obligations (except for only those obligations which, by their express terms, survive indefeasible repayment of the Debt).

No Discharge. This Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though the Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Borrower, any other Guarantor or any other Subsidiary of the Borrower may assert against the Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of governing the Credit Agreement, any of the other Loan Documents, the Selected Revolving Lender Swap Agreements Cash Management Services or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Subsidiary may assert against Guarantied Party or 3 Parent Guaranty any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of Exh. XII-A-4 the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Secured Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Borrower or other Loan Party may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guarantor agrees that, except as may be agreed to in writing by Landlord, the obligations, covenants and agreements of Guarantor under this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject affected or impaired by any act of Landlord, or any event or condition except the full, final and unvoidable performance of all Obligations and payment of all Liabilities and any other sums due hereunder. Guarantor agrees that the liability of Guarantor hereunder shall not be discharged by, and Guarantor hereby irrevocably consents to: (i) any subsequent change, modification or amendment of the Lease in any of its terms, covenants and conditions, or in the Rent or any other sums payable thereunder, or in the term thereof (the “Term”), or in the Premises demised thereby (whether said Premises be expanded, contracted, relocated, substituted or otherwise altered), and to any limitation, impairment or discharge for any reason (other than payment in full assignments of the Guarantied Obligations), including without limitation the occurrence of Lease and to any sublettings of the followingPremises, and to any extensions or renewals of the Lease or its Term; (ii) the renewal or extension of time for the payment of the Liabilities or performance of the Obligations under the Lease or any other agreement relating to the Premises; (iii) any failure, omission, delay or inadequacy, whether entire or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwisepartial, of the Landlord to exercise or enforcement of, any claim or demand or any right, power or remedy with respect regarding the Lease or to enforce or realize upon (or to make any guarantor a party to the Guarantied Obligations enforcement or realization upon) any agreement relating thereto, or with respect to any other guaranty of or Landlord’s security for the payment Lease, including, but not limited to, any impairment or release of such security by Landlord; (iv) the existence of any set off, claim or counterclaim or the reduction or diminution of the Guarantied Obligations, (b) any waiver or modification ofLiabilities, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or defense of any kind or nature, which Guarantor may have against Tenant or which any party other guaranty or security for the Guarantied Obligations, than Tenant has against Landlord; (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (dv) the application of payments received from any source to the payment of indebtedness any obligation other than the Guarantied ObligationsLiabilities, even though Guarantied Party or the other Beneficiaries, or any of them, Landlord might lawfully have elected to apply such payment payments to any part or all of the Guarantied Liabilities; (vi) the addition or release of any and all other guarantors, obligor and other persons liable for the payment of the Liabilities and/or performance of the Obligations, and the acceptance or release of any and all other security for the payment of the Liabilities and/or performance of the Obligations; or (evii) any distress or reentry by Landlord or dispossession of Tenant or any action or remedy taken by Landlord under the Lease, or any failure to perfect notify Guarantor of any default by Tenant; all whether or continue perfection not Guarantor shall have had notice or knowledge of a security interest any act or omission referred to in the foregoing clauses (i) through (vii) inclusive of this Paragraph. Notwithstanding anything contained herein to the contrary, Guarantor shall be entitled to the same defenses as those which Tenant may have under the Lease or otherwise. In the event that the Lease is modified, renewed or extended in any collateral which secures any respect by agreement between Landlord and Tenant either pursuant to an option granted in the Lease or otherwise, or in the event that Tenant holds over beyond the Term of the Guarantied ObligationsLease, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect then the obligations hereunder of Guarantor shall extend to the full and faithful performance and observance of all of the Guarantied Obligationscovenants, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord terms and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect conditions of the Guarantied ObligationsLease and of any such modification, renewal or extension thereof. Guarantor intends that Guarantor shall remain liable hereunder as a principal until the full, final and unvoidable performance of all of the Obligations and the full, final and unvoidable payment of all Liabilities.

No Discharge. This Guaranty and the obligations of Guarantors the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied ObligationsAmounts), including without limitation the occurrence of any of the following, whether or not any the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations Amounts or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, Amounts; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Purchase Agreement, any of the other Loan Documents, the Lender Swap Agreements Related Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, Amounts; (c) the Guarantied ObligationsAmounts, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsAmounts, even though Guarantied Party or the other Beneficiaries, or any of themBeneficiary, might have elected to apply such payment to any part or all of the Guarantied Obligations, Amounts; (e) any failure to perfect or continue perfection of a security interest in any collateral which that secures any of the Guarantied Obligations, Amounts; (f) any defenses, set-offs or counterclaims which that the Company may assert against Guarantied Party or any the Beneficiary in respect of the Guarantied ObligationsAmounts, including including, but not limited to to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of a the Guarantor as an obligor in respect of the Guarantied ObligationsAmounts.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Exchange Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Parent Issuer may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay SF1:728512 4 to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and (a) To the extent allowed by applicable law, neither the obligations of Guarantors hereunder shall the Pledgor under this Agreement nor the Pledge will be valid and enforceable and shall not be subject to any limitationaffected by an act, impairment omission, matter or discharge thing which, but for any reason this Section 4 (other than payment in full Scope of the Guarantied ObligationsPledge), including without limitation the occurrence of would reduce, release or prejudice any of the following, Pledgor's obligations under the Pledge and/or this Agreement (without limitation and whether or not known to it) including: (i) any Guarantor shall have had notice time, indulgence, waiver or knowledge consent granted to, or composition with, the Pledgor or any other person; (ii) the release of the Pledgor or any other person under the terms of any composition or arrangement with any creditor of them: any member of the Pledgor's group; (aiii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of, the Pledgor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to assert or enforce or agreement not to assert or enforce, or realise the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or full value of any other guaranty or security for the Guarantied Obligations, security; (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (div) the application of payments any payment received from any source to the payment Pledgor or for its account towards obligations of indebtedness the Pledgor other than the Guarantied Secured Obligations; (v) the booking of funds into any sub-accounts within the Securities Account, the withdrawal or deposit of any amounts from or into the Collateral; (vi) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Pledgor or any other person; (vii) any amendment (however fundamental) or replacement of the Master Agreement and/or the Credit(s) or any other document or security; (viii) any unenforceability, illegality or invalidity of any obligation of any person under the Master Agreement and/or the Credit(s); or (ix) situation of illiquidity (cessation de paiements) and absence of access to credit (credit ébranlé) within the meaning of Article 437 of the Luxembourg Commercial Code, insolvency proceedings (faillite) within the meaning of Articles 437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings controlled management (gestion contrôlée) within the meaning of the grand ducal regulation of 24 May 1935 on controlled management, voluntary arrangement with creditors (concordat préventif de faillite) within the meaning of the law of 14 April 1886 on arrangements to prevent insolvency, as amended, suspension of payments (sursis de paiement) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code or voluntary or compulsory winding-up pursuant to the law of 10 August 1915 on commercial companies, as amended, regulatory winding-up pursuant to the law of 13 February 2007 on specialized investment funds (“SIF”), as amended or withdrawal of the official list of specialized investment funds provided for in Article 43(1) of the law of 13 February 2007 on SIF. (b) The Pledgor expressly acknowledges and recognizes the right of any Secured Party to enter into any agreements, arrangements and amicable settlements, with or without remission of the Secured Obligations, even though Guarantied Party or without the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might Pledgor's rights under this Pledge being in any manner altered or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligationsprejudiced.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other Exh. XI-4 Borrowers’ Guaranty guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Secured Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Borrower or other Loan Party may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the The obligations of each of the Guarantors hereunder hereunder, including its guarantee of the Obligations pursuant to Section 8.07(a), above shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full in cash of the Guarantied ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted)), including without limitation the occurrence of any of the following, whether or not any such Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty guarantee of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit this Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty guarantee or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other BeneficiariesSecured Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Borrower may assert against Guarantied any Secured Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a such Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or of any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than performance of such Guaranteed Obligations as are to be performed and by indefeasible payment in full of the Guarantied Obligationssuch Guaranteed Obligations as are to be paid), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) (i) any failure to assert or enforce any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement not to assert or enforcerelating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations, or (ii) the stay or enjoining, by order of courtcourt (except solely to the extent such Guaranteed Obligation that is so stayed or enjoined is a condition precedent to Parent's obligations to consummate the Merger), by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Transaction Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respectrespect to the extent arising from or relating to actions, omissions or characteristics of Parent, Merger Sub or their respective Affiliates, (d) the application of performance or payments received from any source to the performance or payment of indebtedness liabilities other than the Guarantied Guaranteed Obligations, even though Guarantied any Guaranteed Party or the other Beneficiaries, or any of them, might have elected to apply such performance or payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, Guaranteed Obligations and (f) any defensesdefenses (except solely to the extent there exists a a bona fide dispute with respect to a Guaranteed Obligation that would, if resolved by a final non-appealable judgment of a court of competent jurisdiction in favor of a Guarantor Subsidiary, entitle such Guarantor Subsidiary to withhold performance of such Guaranteed Obligation; provided that if such dispute is not ultimately so resolved then this parenthetical shall cease to apply), set-offs or counterclaims which Company that either or both of the Guarantor Subsidiaries may assert against Guarantied any Guaranteed Party or any Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the The obligations of Guarantors hereunder each Borrower under this Section 1.5 shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Borrower shall have had notice or knowledge of any of them: (ai) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations of the other Borrower or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied such Obligations, (bii) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, this Agreement or any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied ObligationsObligations of the other Borrower, (ciii) the Guarantied ObligationsObligations of the other Borrower, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (div) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsObligations of the other Borrower, even though Guarantied Party the Agent or the other BeneficiariesLenders, or any of them, might have elected to apply such payment to any part or all of the Guarantied ObligationsObligations of the other Borrower, (ev) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied ObligationsObligations of the other Borrower, (fvi) any defenses, set-offs or counterclaims which Company the other Borrower or any other Person may assert against Guarantied Party the Agent or any Beneficiary Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (gvii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor any Borrower as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Guarantied Obligations or (ii) Unasserted Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Note Purchase Agreement, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, Parties or any of them, them might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against any Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury but excluding payment and performance of the Guarantied Obligations and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of the Guarantors ------------ hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Selected Revolving Lender Swap Agreements Contracts, any Selected Revolving Lender Cash Management Services or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though the Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Borrower, LSIFCS, any other Guarantor or any other Subsidiary of the Borrower may assert against the Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and The liability of each Guarantor under this Guarantee shall not be limited or discharged by (a) any release or discharge of any obligation of Purchaser or Parent contained in the Agreement resulting from any change in the corporate or other company existence, structure or ownership of Purchaser or Parent, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Purchaser or Parent or any of their respective assets; (b) any amendment, modification or waiver of the Agreement (or any document entered into in connection therewith), or change in the manner, place or terms of payment or performance thereunder, or any change or extension of the time of payment or performance of, renewal or alteration of, any obligation thereunder, or the settlement of any dispute of any of the terms thereof, except, in each case, to the extent that the obligations of Guarantors hereunder shall be valid Parent and enforceable and Purchaser under the Agreement are expressly modified, waived or released in writing by the Guaranteed Party; (c) any lack of validity, legality or enforceability of the Agreement caused by Parent, Purchaser or any Guarantor; (d) the failure of the Guaranteed Party (i) to assert any claim or demand or to enforce any right or remedy (including any right of setoff) against Purchaser or Parent under the provisions of the Agreement, this Guarantee or pursuant to any applicable Law or otherwise, or (ii) to exercise any right or remedy against any other guarantor of any Guaranteed Obligation; (e) shall not be subject to (and each Guarantor hereby waives any limitation, impairment right to or discharge claim of) any counterclaim against the Guaranteed Party; or (f) the adequacy of any means the Guaranteed Party may have of obtaining payment or performance of the Guaranteed Obligation. The Guarantors shall be jointly and severally obligated for any reason (other than payment and all obligations in full accordance with the terms of this Guarantee. Notwithstanding anything to the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law contrary contained in this Guarantee or otherwise, of any defense that is available to Purchaser or Parent under or in connection with the exercise or enforcement of, any claim or demand or any right, power or remedy with respect Agreement shall be available to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied ObligationsGuarantors under this Guarantee.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Guarantied ObligationsObligations or (ii) a written release of this Guaranty executed by the Guarantied Party), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Bank Product Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Borrower may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable enforceable, subject to bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or law), and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied ObligationsGuaranteed Obligations (other than contingent indemnification claims for which a claim has not been asserted) or as otherwise provided in the Loan Documents), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, ; (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, ; (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, ; (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party Agent or the other BeneficiariesCredit Parties, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, ; (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, ; (f) any defensesdefenses (other than defenses of payment or performance), set-offs or counterclaims which Company any Guarantee Party may assert against Guarantied Party Agent or any Beneficiary Credit Party in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, ; and (g) any other act or thing or omission, or delay to do any other act or thingthing (other than the payment in full of the Guaranteed Obligations (other than contingent indemnification claims for which a claim has not been asserted)), which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty Guarantee and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any such Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty Guarantee of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Asset Purchase Agreement or any agreement or instrument executed pursuant thereto, or of any other guaranty Guarantee or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though a Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (fd) any defenses, set-offs or counterclaims which Company Seller may assert against a Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (ge) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Guarantied ObligationsObligations or (ii) a written release of this Guaranty executed by the Guarantied Party), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Borrower may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without Exh. XII-B-4 limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Secured Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Borrower or other Loan Party may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty Agreement and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Company Obligations or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Loan Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, Lender might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full in cash of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating rela ting thereto, at any time being found to be illegal, invalid invalid, unenforceable or unenforceable disallowed in any respectrespect (including, without limitation, pursuant to Section 502 of the Bankruptcy Code), (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Borrowers may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than the irrevocable payment and satisfaction in full of the Guarantied ObligationsGuaranteed Obligations and the termination of the Commitments, the expiration or cancellation of all Letters of Credit and all Swap Agreements are no longer in effect), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Credit Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Guaranteed Obligations, even though Guarantied Party the Administrative Agent or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Guaranteed Obligations, (f) any defenses, set-offs or counterclaims which Company any Borrower may assert against Guarantied Party the Administrative Agent or any Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent alter or vary the risk of a Guarantor as an obligor in respect of the Guarantied Guaranteed Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Credit Documents, the Lender Swap Agreements Derivative Contracts or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company the Borrowers may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitationdischarged, impairment affected or discharge impaired by: (a) the renewal or extension of time for any reason (other than the payment in full and/or performance of the Guarantied Obligations)obligations under the Completion Guaranty, including without limitation the occurrence of Environmental Indemnity Agreement or any of the followingSecured Obligations under any other Loan Document, whether made or performed with or without notice to or the knowledge or consent of Guarantor; (b) any modification or amendment of the Loan Documents, with or without notice to or the knowledge or consent of Guarantor, including but not limited to any Guarantor further or future extensions of credit which shall have had notice become a part of the Secured Obligations, any change or knowledge modification of the interest rate, payment terms, maturity date or any other covenant of any agreement of them: Borrower or any other Loan Party; (ac) any failure to assert transfer, waiver, compromise, settlement, modification, surrender, or enforce release of the Note, the Loan Agreement, the Completion Guaranty, the Environmental Indemnity Agreement or any of the other Loan Documents; (d) the release or agreement not to assert xxx without reservation of rights of Borrower or enforce, or any other Loan Party; (e) the stay or enjoining, by order existence of court, by operation of law or otherwise, any defenses to enforcement of the exercise or enforcement ofNote, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Loan Agreement, the Completion Guaranty, the Environmental Indemnity Agreement or any of the other Loan Documents, other than payment in full of all the Secured Obligations; (f) any failure, omission, delay or inadequacy, whether entire or partial, of Lender Swap Agreements to exercise any right, power or remedy regarding the Loan or to enforce or realize upon (or to make Guarantor party to the enforcement or realization upon) any agreement or instrument executed pursuant thereto, or of any other guaranty or Lender’s security for the Guarantied ObligationsLoan, including, without limitation, the Property; (cg) the Guarantied existence of any set-off, claim, reduction, or diminution of the Secured Obligations, or any agreement relating theretodefense of any kind or nature, at which Guarantor may have against Borrower, Borrower’s members or any time being found to be illegalother Loan Party or which Borrower, invalid Guarantor or unenforceable in any respect, other Loan Party has against Lender; (dh) the application of payments received from any source to the payment of indebtedness any obligation other than the Guarantied Secured Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, Lender might lawfully have elected to apply such payment payments to any part or all of the Guarantied Secured Obligations; (i) the addition of any and all other endorsers, guarantors, obligors and other persons liable for the payment and/or performance of the Secured Obligations, and the acceptance of any other security for the payment and/or performance of the Secured Obligations; (ej) the power or authority or lack of power or authority of Borrower to execute and deliver the Note or the Loan Agreement, or of Borrower or any other Loan Party to execute, acknowledge or deliver any one or more of the Loan Documents; (k) the validity or invalidity of the Note, the Loan Agreement, the Completion Guaranty, the Environmental Indemnity Agreement or the other Loan Documents; (l) the existence or non-existence of Borrower or any other Loan Party as a legal entity; (m) the transfer by Borrower or any other Loan Party of all, or any part of, or any interest in all or any part of the Property; (n) the institution by or against Borrower, Borrower’s members or any other Loan Party of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmation of the Completion Guaranty, the Environmental Indemnity Agreement or any one or more of the Loan Documents in any such proceedings or otherwise; (o) any irregularity or the unenforceability (by reason of any Governmental Authority’s purporting to reduce or amend or otherwise affect the Secured Obligations), or the release or discharge of Borrower or Borrower’s members in any receivership, bankruptcy, winding-up or other creditor proceedings; (p) the determination by a court of competent jurisdiction that Borrower or any other Loan Party is not required to pay and/or perform the Secured Obligations pursuant to operation of law; (q) the acceptance by Lender of payment of a part of the Secured Obligations, or any failure, neglect or omission on the part of Lender to realize on or protect any of the Secured Obligations or any real estate, personal property, or mortgage or lien security given as security therefor, or to exercise any lien upon, or right of appropriation of, any monies, credits or property of Borrower toward liquidation of the Secured Obligations; (r) the failure by Lender or anyone acting on behalf of Lender to perfect or continue maintain perfection of a any lien or security interest in upon any collateral part of the Property given at any time to secure repayment of the Secured Obligations; or (s) any right or claim whatsoever which secures Guarantor may have against Borrower, Borrower’s members, any other Loan Party or Lender or the successors or assigns of any of the Guarantied Obligations, (f) them; all whether or not Guarantor shall have had notice or knowledge of any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay omission referred to do any other act or thing, which may or might in any manner or to any extent vary the risk foregoing clauses (a) through (s) of a Guarantor as an obligor in respect of the Guarantied Obligationsthis Section.

No Discharge. This Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements any Related Credit Arrangement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other BeneficiariesLender Group, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Loan Party may assert against Guarantied Party or any Beneficiary of the Lender Group in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the The obligations of Guarantors hereunder each Borrower under this Section 1.5 shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full Full Payment of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor Borrower shall have had notice or knowledge of any of them: (ai) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations of the other Borrower or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied such Obligations, (bii) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, this Agreement or any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied ObligationsObligations of the other Borrower, (ciii) the Guarantied ObligationsObligations of the other Borrower, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (div) the application of payments received from any source to the payment of indebtedness other than the Guarantied ObligationsObligations of the other Borrower, even though Guarantied Party the Agent or the other BeneficiariesLenders, or any of them, might have elected to apply such payment to any part or all of the Guarantied ObligationsObligations of the other Borrower, (ev) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied ObligationsObligations of the other Borrower, (fvi) any defenses, set-offs or counterclaims which Company the other Borrower or any other Person may assert against Guarantied Party the Agent or any Beneficiary Lender in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, usury and (gvii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor any Borrower as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce enforce, or any agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Purchase Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law Law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Note Purchase Agreement, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness Indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral Collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Issuer may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.. SF1:725373 3

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than performance of such Guaranteed Obligations as are to be performed and by indefeasible payment in full of the Guarantied Obligationssuch Guaranteed Obligations as are to be paid), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) (i) any failure to assert or enforce any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement not to assert or enforcerelating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations, or (ii) the stay or enjoining, by order of courtcourt (except solely to the extent such Guaranteed Obligation that is so stayed or enjoined is a condition precedent to Parent’s obligations to consummate the Merger), by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Transaction Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Guaranteed Obligations, (c) the Guarantied Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respectrespect to the extent arising from or relating to actions, omissions or characteristics of Parent, Merger Sub or their respective Affiliates, (d) the application of performance or payments received from any source to the performance or payment of indebtedness liabilities other than the Guarantied Guaranteed Obligations, even though Guarantied any Guaranteed Party or the other Beneficiaries, or any of them, might have elected to apply such performance or payment to any part or all of the Guarantied Guaranteed Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, Guaranteed Obligations and (f) any defensesdefenses (except solely to the extent there exists a a bona fide dispute with respect to a Guaranteed Obligation that would, if resolved by a final non-appealable judgment of a court of competent jurisdiction in favor of a Guarantor Subsidiary, entitle such Guarantor Subsidiary to withhold performance of such Guaranteed Obligation; provided that if such dispute is not ultimately so resolved then this parenthetical shall cease to apply), set-offs or counterclaims which Company that either or both of the Guarantor Subsidiaries may assert against Guarantied any Guaranteed Party or any Beneficiary in respect of the Guarantied Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Purchase Agreement, the Notes, any of the other Loan Documents, the Lender Swap Agreements Note Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, to the Guarantied Obligations at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or mayor might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Secured Hedge Agreements, the Secured Cash Management Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company Borrower or any other Loan Party may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations (other than payments made by the applicable Guarantor pursuant to the Loan Documents or the Hedge Agreements, as the case may be, or from the proceeds of any security granted by the applicable Guarantor for the Guarantied Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guarantied Obligations), (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

No Discharge. This Guaranty and the obligations of Guarantors Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company any Loan Party may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.