Common use of No Release of Guarantor Clause in Contracts

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations THE OBLIGATIONS OF EACH GUARANTOR UNDER THIS ARTICLE 10 SHALL NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL SUCH GUARANTOR BE DISCHARGED FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, subject to Sections 10.04 and liabilities -------------------------------------- under this Guaranty 10.11, the payment, observance and performance of the Guaranteed Obligations), including (and whether or not the same shall have occurred or failed to occur once or more than once and whether or not be releasedsuch Guarantor shall have received notice thereof): (i) any increase in the principal amount of, impairedor interest rate applicable to, reduced (ii) any extension of the time of payment, observance or otherwise affected byperformance of, and shall continue in full force and effect, notwithstanding the occurrence (iii) any other amendment or modification of any event, including without limitation any one or more of the following events: other terms and provisions of, (aiv) deathany release, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution composition or lack of authority settlement (whether corporateby way of acceptance of a plan of reorganization or otherwise) of, partnership (v) any subordination (whether present or trustfuture or contractual or otherwise) of Obligor of, or (vi) any discharge, disallowance, invalidity, illegality, voidness or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of unenforceability of, the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Guaranteed Obligations; (b) (i) any change in Obligor's financial condition; failure to obtain, (cii) partial payment any release, composition or payments settlement of, (iii) any amendment or modification of any amount due and/or outstanding under Obligor's Indebtedness; of the terms and provisions of, (div) any change in Obligor's managementsubordination of, ownership, identity or business or organizational structure; (ev) any payment by Obligor discharge, disallowance, invalidity, illegality, voidness or other unenforceability of, any other guaranties of the Guaranteed Obligations; (i) any failure to obtain or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable lawrelease of, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (fii) any salefailure to protect or preserve, lease (iii) any release, compromise, settlement or transferextension of the time of payment of any obligations constituting, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (giv) any failure to perfect or maintain the perfection or priority of any lien Lien upon, (v) any subordination of any Lien upon, or security interest (vi) any discharge, disallowance, invalidity, illegality, voidness or other unenforceability of any Lien or intended Lien upon, the Collateral or any other collateral now or hereafter securing the indebtedness Guaranteed Obligations or preserve any other guaranties thereof; (d) any termination of or change in any relationship between such Guarantor and the Borrower, including any such termination or change resulting from a change in the ownership of such Guarantor or the Borrower or from the cessation of any commercial relationship between such Guarantor and the Borrower; (e) any exercise of, or any election not or failure to exercise, delay in the exercise of, waiver of, or forbearance or other indulgence with respect to, any right, priority remedy or remedy against any Equipment; (h) any interruptionpower available to the Guaranteed Parties, change or cessation of relations between Guarantor and Obligor; including (i) any defect inelection not or failure to exercise any right of setoff, damage torecoupment or counterclaim, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (jii) any act election of remedies effected by the Guaranteed Parties, whether or omission by Caterpillar Financial which increases not such election affects the scope of Guarantor's riskright to obtain a deficiency judgment, including without limitation, negligent administration of transactions with Obligor, and/or and (kiii) any other occurrence or circumstance whatsoeverelection by the Guaranteed Parties in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) of such Code; and (f) ANY OTHER ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR CIRCUMSTANCE THAT (i) VARIES THE RISK OF SUCH GUARANTOR UNDER THE LOAN DOCUMENTS OR (ii) BUT FOR THE PROVISIONS HEREOF, whether similar or dissimilar to the foregoingWOULD, which might otherwise constitute a legal or equitable dischargeAS A MATTER OF STATUTE OR RULE OF LAW OR EQUITY, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorOPERATE TO REDUCE, LIMIT OR TERMINATE THE OBLIGATIONS OF A GUARANTOR OR THIRD PARTY SURETY THEREUNDER OR DISCHARGE SUCH GUARANTOR OR THIRD PARTY SURETY FROM ANY THEREOF.

No Release of Guarantor. Each Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (a) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on Obligor's Borrower’s behalf) or any Other Obligor ), or any other defense based on Guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Borrower’s Secured Liabilities; (b) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; any of Borrower’s Secured Liabilities (dexcept to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); (c) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor Borrower or any other party to Caterpillar Financial that any Secured Party is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial any Secured Party is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fd) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of Obligor's assets and/or Borrower’s assets; (e) Any failure of any assignment, transfer Secured Party to notify Guarantor of the acceptance of this Agreement or delegation of Obligor's indebtedness the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any third party Secured Party; (whereby this Guaranty f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from any Secured Party with respect to any of Borrower’s Secured Liabilities is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by such Secured Party pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act debt relief granted to Borrower or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) to any other occurrence party. In the event that any Secured Party must rescind or circumstance whatsoeverrestore any payment received by such Secured Party in satisfaction of Borrower’s Secured Liabilities, whether similar any prior release or dissimilar discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Secured Parties and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's Until the LTA Guaranteed Obligations have been paid in full as set forth in Sections 2.3 and 2.4, the obligations and liabilities -------------------------------------- under this Guaranty of the Guarantor hereunder shall not be releasedreduced, impairedlimited or terminated, reduced nor shall the Guarantor be discharged from any obligation hereunder for any reason whatsoever, including, but not limited to (whether or otherwise affected by, and not the same shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one have occurred or failed to occur once or more than once and, in the case of extensions of time for payment, observance or performance of obligations, whether such extensions or any of them are for periods longer than the respective periods then specified therefor and whether or not the Guarantor shall have received notice thereof or assented thereto): 2.12.1 any extension of the following events: (a) deathtime for payment, insolvencyobservance or performance, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on amendment or arising out modification of any of the lack of validity or unenforceability terms and conditions of the indebtedness LTA Guaranteed Obligations or the Muskrat/LTA Project Finance Documents; 2.12.2 any agreement composition or instrument relating thereto settlement (whether by way of release, acceptance of a plan of reorganization or any provisions thereof and/or Obligor's absence or cessation otherwise) of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) LTA Guaranteed Obligations; 2.12.3 any failure to perfect exercise, delay in the exercise of, exercise or waiver of, or forbearance or other indulgence with respect to any lien Rights, Remedies and/or Recourses available to any of the GAA Finance Parties or security interest securing the indebtedness or preserve Collateral Agent, including but not limited to: 2.12.3.1 any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction exercise of or loss failure to exercise any right of set-off, counterclaim, reduction, recoupment or interference with possession retention; 2.12.3.2 any election of Rights, Remedies and/or Recourses effected by any of them; 2.12.3.3 any subordination by operation of Law, whether present or use future, of any Equipment for any reason by Obligor or all of the LTA Guaranteed Obligations; and 2.12.4 any other person; (j) any act or omission by Caterpillar Financial failure to act which increases varies the scope risks of Guarantor's riskthe Guarantor hereunder or, including without limitationbut for the provisions hereof, negligent administration under the terms of transactions with Obligorany Law, and/or (k) would operate to reduce, limit or terminate the obligations of the Guarantor from any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantorobligation hereunder.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under Except as expressly set forth herein, Guarantor has no right either to terminate this Guaranty or to be released or discharged from the Obligations, and the Obligations shall not be releasedaffected, impairedreleased or diminished, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding upon the occurrence happening from time to time of any event, including without limitation any one or more of the following events: whether or not with notice to or consent of the Seller (except to the extent that the consent of the Seller may be required to effectuate a modification of the Agreement) or Guarantor: (a) deaththe compromise, insolvencysettlement, bankruptcyrelease, arrangementchange, adjustmentmodification, composition, liquidation, disability, dissolution or lack termination of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Obligations; (b) the waiver by Beneficiary of the payment of any change in Obligor's financial condition; of the Obligations; (c) partial the extension of time for payment or payments of any amount amounts due and/or outstanding under Obligor's Indebtedness; or of the time for payment of any of the Obligations; (d) any change taking (or any abstaining from taking) of any security or guarantee for the performance of the Obligations, in Obligor's managementwhole or in part, ownership, identity or business the perfecting (or organizational structure; the failing to perfect) any such security; (e) any payment by Obligor bankruptcy, winding-up, liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting the Seller or its assets or any release, stay or discharge of the Seller with respect to the Obligations resulting from such event; (f) the addition, substitution or partial or entire release of Seller or any other party to Caterpillar Financial that is held to constitute a preferential transfer person or a fraudulent conveyance under entity primarily or secondarily liable or responsible for the payment of any applicable lawof the Obligations or by any extension, waiver, amendment or for thing whatsoever which may release Seller or any reason, Caterpillar Financial is required to fund such payment other person or pay such amount to Obligor entity (other than payment); and (g) the modification or to amendment in any other person; manner (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (gmaterial) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases of the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorObligations.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ----------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for of any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Factor may do or suffer any of the following, by action or inaction, without releasing or exonerating Guarantor from any of Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be releasedand without notifying Guarantor of any of the following: (i) renew, impairedextend, reduced rearrange, alter, impair, suspend or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of modify any event, including without limitation any one or more of the following events: (a) deathother Factoring Documents, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack any of authority (whether corporate, partnership or trust) of Obligor (the Guarantied Obligations or any person acting on Obligor's behalfof the rights or remedies of Factor under the Factoring Documents; (ii) or any Other Obligor release Client or any other defense based guarantor from any of the Guarantied Obligations; (iii) sell, release, subordinate, impair, suspend, waive or otherwise fail to obtain, perfect or realize upon (or continue the perfection of) a security interest in any collateral for any of the Guarantied Obligations, this Guaranty or any other guaranty of the Guarantied Obligations; (iv) exercise Factor's rights in any collateral for any of the Guarantied Obligations, this Guaranty or any other guaranty of the Guarantied Obligations in any order that Factor may elect in its sole discretion; (v) advance additional funds to or for the benefit of Client; (vi) foreclose on any collateral for the Guarantied Obligations, or any portion thereof (including the collateral provided under a deed of trust) or a guaranty of the Guarantied Obligations, or any portion thereof in a manner that diminishes, impairs or precludes the right of Guarantor to enjoy any rights of subrogation against Client or any other guarantor, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty (in this connection, Guarantor waives any rights and defenses arising out of an election of remedies by Factor, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guarantied Obligation or any other guaranty, has destroyed Guarantor's rights of subrogation and reimbursement against Client or any other guarantor by operation of law and, in addition, Guarantor waives any defenses arising under Uniform Commercial Code Sections 1103 and 9601 et seq.); (vii) permit or suffer the lack impairment of validity or unenforceability any of the indebtedness Guarantied Obligations in a case under the Bankruptcy Code by or against Client; (viii) make an election under Bankruptcy Code Section 1111(b)(2) in a case by or against Client; (ix) permit or suffer the creation of secured or unsecured credit or debt under Bankruptcy Code Section 364 in a case by or against Client; (x) permit or suffer the disallowance, avoidance or subordination of any agreement of the Guarantied Obligations or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder collateral for any reason, including without limitation, Caterpillar Financial's failure of the Guarantied Obligations; (xi) fail to preserve exercise any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial Factor may have with respect to the payment or payments performance of, any of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor the Factoring Documents or any of the Guarantied Obligations; or (xii) fail to obtain a guaranty, other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable lawassurance of payment, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to credit enhancement from any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Agent and Lenders may do or suffer any of the following, by action or inaction, without releasing or exonerating Guarantor from any of Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty shall not be releasedand without notifying Guarantor of any of the following: (i) renew, impairedextend, reduced rearrange, alter, impair, suspend or otherwise affected bymodify any of the other Loan Documents, any of the Guaranteed Obligations or any of the rights or remedies of Agent or Lenders under the Loan Documents; (ii) release Borrowers or any other guarantor from any of the Guaranteed Obligations; (iii) sell, release, subordinate, impair, suspend, waive or otherwise fail to obtain, perfect or realize upon (or continue the perfection of) a security interest in any Collateral for any of the Guaranteed Obligations, this Guaranty or any other guaranty of the Guaranteed Obligations; (iv) exercise Agent’s or Lenders’ rights in any Collateral for any of the Guaranteed Obligations, this Guaranty or any other guaranty of the Guaranteed Obligations in any order that Agent or a Lender may elect in its sole discretion; (v) advance additional funds to or for the benefit of Borrowers; (vi) foreclose on any Collateral for the Guaranteed Obligations, or any portion thereof (including any Collateral provided under a deed of trust) or a guaranty of the Guaranteed Obligations, or any portion thereof in a manner that diminishes, impairs or precludes the right of Guarantor to enjoy any rights of subrogation against Borrowers or any other guarantor, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty (in this connection, Guarantor waives any rights and defenses arising out of an election of remedies by Agent or Lenders (other than a defense of payment), even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guaranteed Obligation or any other guaranty, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrowers or any other guarantor by operation of law and, in addition, Guarantor waives any defenses arising under Uniform Commercial Code Sections 1103 and 9601 et seq.); (vii) permit or suffer the impairment of any of the Guaranteed Obligations in a case under the Bankruptcy Code by or against Borrowers; (viii) make an election under Bankruptcy Code Section 1111(b)(2) in a case by or against Borrowers; (ix) permit or suffer the creation of secured or unsecured credit or debt under Bankruptcy Code Section 364 in a case by or against Borrowers; (x) permit or suffer the disallowance, avoidance or subordination of any of the Guaranteed Obligations or Collateral for any of the Guaranteed Obligations; (xi) fail to exercise any right or remedy Agent or Lenders may have with respect to the payment or performance of, any of the Loan Documents or any of the Guaranteed Obligations; or (xii) fail to obtain a guaranty, other assurance of payment, or credit enhancement from any other person. Without limiting any of the foregoing, Guarantor waives (i) all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Agent’s or such Lender’s rights of subrogation and reimbursement against any Borrower, any other guarantor or any other Person by the operation of Section 580d of the California Code of Civil Procedure, any comparable statute, or otherwise, and shall continue in full force (ii) all rights and effectdefenses that Guarantor may have because the Guaranteed Obligations are or become secured by Real Estate, notwithstanding the occurrence of any eventwhich means, including without limitation any one or more of the following eventsamong other things: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution Agent and Lenders may collect from Guarantor without first foreclosing on any Real Estate Collateral or lack of authority (whether corporate, partnership or trust) of Obligor (personal property Collateral pledged by any Borrower or any person acting on Obligor's behalfguarantor and (b) if Agent or any Other Obligor Lender forecloses on any Real Estate pledged by any Borrower or any guarantor: (I) the amount of the Guaranteed Obligations may be reduced only by the price for which such Real Estate is sold at the foreclosure sale, even if such Real Estate is worth more than the sale price; and (II) Agent and Lenders may collect from Guarantor even if Agent or Lenders, by foreclosing on such Real Estate, have destroyed any right Guarantor may have to collect from the Borrowers or any other defense guarantor. The foregoing is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Obligations are secured by Real Estate. These rights and defenses include, but are not limited to, any rights or defenses based on upon Section 580a, 580b, 580d or arising out 726 of the lack California Code of validity or unenforceability of the indebtedness Civil Procedure or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reasoncomparable statutes. As provided in Section 11.6, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue be governed by, and construed in accordance with, the laws of the state of New York. The foregoing provisions are included solely out of an abundance of caution and shall not be construed to extend mean that any of the above referenced provisions of California law are in any way applicable to all sums due from this Guaranty or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorGuaranteed Obligations.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases increase the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ’s liability under this Guaranty Guarantee shall not be releasedlimited, impaired, reduced diminished or otherwise affected extinguished by, and Guarantor shall continue in full force and effectnot be entitled to raise as a defense, notwithstanding any: (a) invalidity, irregularity or unenforceability of the occurrence Guarantied Obligations or of Guarantor’s obligations hereunder; (b) failure of Guarantor to be given notice of default by Canadian Borrower; (c) reorganization, merger or consolidation of Canadian Borrower or Guarantor into or with any other Person; (d) waiver of Canadian Borrower’s defaults or extensions of due dates for payments or other accommodations, indulgences or forbearance granted to Canadian Borrower; (e) release of or non-perfection with respect to part or all of any eventsecurity for the Guarantied Obligations; (f) taking or accepting of any other security, including without limitation collateral or guaranty of payment of any or all of the Guarantied Obligations; (g) release of or settlement or compromise with any one or more Persons who constitute guarantors or the release of or settlement or compromise with any one or more Persons who are otherwise liable for the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments performance of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part portion of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; Guarantied Obligations and who are not primary obligors thereon; (h) any interruptionloss or impairment of any right of Guarantor for subrogation, change reimbursement or cessation of relations between Guarantor and Obligor; contributions; (i) assignment or other transfer by Canadian Agent or any defect inCanadian Lender (or any trustee or agent acting on the behalf of Canadian Agent or any Canadian Lender, damage to, destruction of or loss of or interference with possession or use as the case may be) of any Equipment for any reason by Obligor part of the Guarantied Obligations, or any other person; collateral or security securing any portion of the Guarantied Obligations; (j) any act illegality or omission by Caterpillar Financial which increases impossibility of performance on the scope part of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or Canadian Borrower or Guarantor under the Credit Agreement or this Guarantee; or (k) other acts or omissions of Canadian Agent or any other occurrence Canadian Lender which, in the absence of this Section, would operate so as to impair, diminish or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against extinguish Guarantor’s liability under this Guarantee.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced (except to the extent that Borrower's indebtedness is reduced or the Amount Guaranteed hereby is reduced) or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including including, without limitation limitation, any one or more of the following events: (a) death: A. Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial Indebtedness; B. Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Indebtedness other than payments by Guarantor to Lender of the Amount Guaranteed hereunder; C. Any payment by Obligor Borrower or any other party to Caterpillar Financial that Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial reason Lender is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; (f) ; D. Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; and/or E. Any failure of Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligorpayment due by Borrower to Lender. This Agreement and Guarantor's indebtedness to any third party (whereby this Guaranty obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lender with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lender pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor receivership or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lender must rescind or omission restore any payment received by Caterpillar Financial which increases Lender in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lender and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Borrower's and Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- 4.1 None of the following, or any combination thereof, shall release, determine, discharge or in any way lessen or affect the liability of the Guarantor as principal debtor under this Guaranty shall not be released, impaired, reduced Lease or otherwise affected byprejudice or affect the right of the Landlord to recover from the Guarantor to the full extent of this guarantee: 4.2 any neglect, delay or forbearance of the Landlord in endeavouring to obtain payment of the rents or any part or parts thereof and shall continue / or the amounts required to be paid by the Tenant or in full force and effect, notwithstanding enforcing the occurrence performance or observance of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution obligations of the Tenant under this Lease; 4.3 any refusal by the Landlord to accept rent tendered by or lack on behalf of authority (whether corporate, partnership or trust) of Obligor the Tenant at a time when the Landlord was entitled (or would after the service of a notice under Section 14 of the 1881 Act have been entitled) to re-enter the Premises; 4.4 any person acting on Obligor's behalfextension of time given by the Landlord to the Tenant; 4.5 any variation of the terms of this Lease (including any reviews of the rent payable under this Lease) or any Other Obligor or any other defense based on or arising out the transfer of the lack Landlord’s reversion or the assignment of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) this Lease; 4.6 any change in Obligor's financial condition; the constitution, structure or powers of either the Tenant, the Guarantor or the Landlord or the liquidation, receivership, examinership, administration or bankruptcy (cas the case may be) partial payment of either the Tenant or payments of the Guarantor; 4.7 any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's managementlegal limitation, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer immunity, disability or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; incapacity of the Tenant (f) any sale, lease or transfer, whether or not commercially reasonable, known to the Landlord) or all the fact that any dealings with the Landlord by the Tenant may be outside or any part in excess of Obligor's assets and/or any assignment, transfer or delegation the powers of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or Tenant; 4.8 any other person; act, omission, matter or thing whatsoever whereby, but for this provision, the Guarantor would be exonerated either wholly or in part (j) any act or omission other than a release under seal given by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorLandlord).

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death: A. Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial Indebtedness; B. Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any ; C. Any payment by Obligor of Borrower or any other party to Caterpillar Financial that Lenders is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lenders is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; (f) ; D. Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; and/or E. Any failure of Lenders to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligor's indebtedness payment due by Borrower to Lenders. F. Apply any sums paid to any third party (whereby this Guaranty of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lenders may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; G. Take or accept any other security for any or all of Borrower's Indebtedness; and/or H. Enter into, deliver, modify, amend or waive compliance with, any Instrument or arrangement evidencing, securing or otherwise affecting, all or any part of Borrower's Indebtedness. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lenders with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lenders pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lenders must rescind or omission restore any payment received by Caterpillar Financial which increases Lenders in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lenders and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (aA) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor of Borrower or any other party to Caterpillar Financial that Lenders is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lenders is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; (E) Any failure of Lenders to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligor's indebtedness payment due by Borrower to Lenders; (F) Apply any sums paid to any third party of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lenders may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; (whereby this Guaranty G) Take or accept any other security for any or all of Borrower's Indebtedness; and/or (H) Enter into, deliver, modify, amend or waive compliance with, any Instrument or arrangement evidencing, securing or otherwise affecting, all or any part of Borrower's Indebtedness. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lenders with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lenders pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act debt relief granted to Borrower or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.to

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any eventevent (other than performance hereunder), including without limitation any one or more of the following events: : (aA) death, insolvencyInsolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor of Borrower or any other party to Caterpillar Financial that Agent is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is Agent and/or Lenders are required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; and/or (E) Any failure of Agent to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligor's indebtedness payment due by Borrower to Agent. (F) Apply any sums paid to any third party of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Agent and/or Lenders may determine in its/their own discretion, regardless of what Indebtedness of Borrower remains unpaid; (whereby this Guaranty G) Take or accept any other security for any or all of Borrower's Indebtedness; and/or (H) Enter into, deliver, modify, amend or waive compliance with, any instrument or arrangement evidencing, securing or otherwise affecting, all or any part of Borrower's Indebtedness. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Agent with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor must otherwise be restored by Agent and/or the new or substituted legal entity); (g) Lenders pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Agent and/or Lenders must rescind or omission restore any payment received by Caterpillar Financial which increases Agent and/or Lenders in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Agent, Lenders and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar FinancialSeller's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's Obligor financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations THE OBLIGATIONS OF THE GUARANTOR UNDER THE GUARANTOR LOAN DOCUMENTS SHALL NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL THE GUARANTOR BE DISCHARGED FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, subject to Sections 1.04 and liabilities -------------------------------------- under this Guaranty 1.13, the payment, observance and performance of the Guaranteed Obligations), including (and whether or not the same shall have occurred or failed to occur once or more than once and whether or not be releasedthe Guarantor shall have received notice thereof): (i) any increase in the principal amount of, impairedor interest rate applicable to, reduced (ii) any extension of the time of payment, observance or otherwise affected byperformance of, and shall continue in full force and effect, notwithstanding the occurrence (iii) any other amendment or modification of any event, including without limitation any one or more of the following events: other terms and provisions of, (aiv) deathany release, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution composition or lack of authority settlement (whether corporateby way of acceptance of a plan of reorganization or otherwise) of, partnership (v) any subordination (whether present or trustfuture or contractual or otherwise) of Obligor of, or (vi) any discharge, disallowance, invalidity, illegality, voidness or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of unenforceability of, the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Guaranteed Obligations; (b) (i) any change in Obligor's financial condition; failure to obtain, (cii) partial payment any release, composition or payments settlement of, (iii) any amendment or modification of any amount due and/or outstanding under Obligor's Indebtedness; of the terms and provisions of, (div) any change in Obligor's managementsubordination of, ownership, identity or business or organizational structure; (ev) any payment by Obligor discharge, disallowance, invalidity, illegality, voidness or other unenforceability of, any other guaranties of the Guaranteed Obligations; (i) any failure to obtain or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable lawrelease of, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (fii) any salefailure to protect or preserve, lease (iii) any release, compromise, settlement or transferextension of the time of payment of any obligations constituting, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (giv) any failure to perfect or maintain the perfection or priority of any lien Lien upon, (v) any subordination of any Lien upon, or security interest (vi) any discharge, disallowance, invalidity, illegality, voidness or other unenforceability of any Lien or intended Lien upon, the Collateral or any other collateral now or hereafter securing the indebtedness Guaranteed Obligations or preserve any other guaranties thereof; (d) any termination of or change in any relationship between the Guarantor and the Borrower, including any such termination or change resulting from a change in the ownership of the Guarantor or the Borrower or from the cessation of any commercial relationship between the Guarantor and the Borrower; (e) any exercise of, or any election not or failure to exercise, delay in the exercise of, waiver of, or forbearance or other indulgence with respect to, any right, priority remedy or remedy against any Equipment; (h) any interruptionpower available to the Guaranteed Parties, change or cessation of relations between Guarantor and Obligor; including (i) any defect inelection not or failure to exercise any right of setoff, damage torecoupment or counterclaim, destruction (ii) any election of or loss of or interference with possession or use of remedies effected by the Guaranteed Parties, including the foreclosure upon any Equipment for any reason by Obligor real 'estate constituting the Collateral or any other person; collateral, whether or not such election affects the right to obtain a deficiency judgment, and (jiii) any act or omission election by Caterpillar Financial which increases the scope Guaranteed Parties in any proceeding under the Bankruptcy Code of Guarantor's riskthe application of Section 1111(b)(2) of such Code; and (f) ANY OTHER ACTOR FAILURE TO ACT OR ANY OTHER EVENT OR CIRCUMSTANCE THAT (i) VARIES THE RISK OF THE GUARANTOR UNDER THE GUARANTOR LOAN DOCUMENTS OR (ii) BUT FOR THE PROVISIONS HEREOF, including without limitationWOULD, negligent administration of transactions with ObligorAS A MATTER OF STATUTE OR RULE OF LAW OR EQUITY, and/or (k) any other occurrence or circumstance whatsoeverOPERATE TO REDUCE, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorLIMIT OR TERMINATE THE OBLIGATIONS OF THE GUARANTOR THEREUNDER OR DISCHARGE THE GUARANTOR FROM ANY THEREOF.

No Release of Guarantor. Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, effect notwithstanding the occurrence of any event, including without limitation any one or more of the following events: events (a) death, insolvency, insolvency bankruptcy, arrangement, adjustment, composition, liquidation, disability, liquidation dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's ’s behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's ’s absence or cessation of liability thereunder for any reason, including including, without limitation, Caterpillar Financial's ’s failure to preserve any right or remedy against Obligor; , (b) any change in Obligor's ’s financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness’s indebtedness; (d) any change in Obligor's ’s management, ownership, identity or business or organizational structure; (e) the execution of this Guaranty prior to, concurrent with or subsequent to the execution of the Contract; (f) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (fg) any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of Obligor's ’s assets and/or any assignment, transfer or delegation of Obligor's ’s indebtedness to any third party made in accordance with the Agreement (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); , (gh) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (hi) any interruption, interruption change or cessation of relations between Guarantor and Obligor; Obligor (ij) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; person (jk) any act or omission by Caterpillar Financial which increases the scope of Guarantor's ’s risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.Obligor and/or

No Release of Guarantor. Each Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (a) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on Guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Secured Liabilities; (b) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; Secured Liabilities (dexcept to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); (c) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor Borrower or any other party to Caterpillar Financial that Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial any Lender is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fd) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; (e) Any failure of Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignmentpayment due by Borrower to Lender; (f) Any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, transfer including a claim for deficiency, against Guarantor, before or delegation after Lender's commencement or completion of Obligorany foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by Lender that may destroy or impair Guarantor's indebtedness subrogation rights or Guarantor's right to proceed for reimbursement against Borrower or any third party (whereby this Guaranty other guarantor, surety or endorser of any of Borrower's Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower's Secured Liabilities. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lender with respect to any of Borrower's Secured Liabilities is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lender pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lender must rescind or omission restore any payment received by Caterpillar Financial which increases Lender in satisfaction of Borrower's Secured Liabilities, any prior release or discharge from the scope terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lender and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency: A. Insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial Indebtedness; B. Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any ; C. Any payment by Obligor Borrower or any other party to Caterpillar Financial that Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lender is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; (f) ; D. Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or any assignment, transfer assets; and/or E. Any failure of Lender to notify Guarantor of the acceptance of this Agreement or delegation of Obligorthe making of loans or other extensions of credit in reliance on this Agreement. This Agreement and each Guarantor's indebtedness to any third party (whereby this Guaranty obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lender with respect to any of Borrower's Indebtedness is rescindedor must otherwise be restored by Lender pursuant to 25 U.S.C. 81 et seq. or for the account of Obligor and/or the new or substituted legal entity); (g) to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lender must rescind or omission restore any payment received by Caterpillar Financial which increases Lender in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and each Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lender and each Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations THE OBLIGATIONS OF THE GUARANTOR HEREUNDER SHALL NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL THE GUARANTOR BE DISCHARGED FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, subject to Sections 1.3 and liabilities -------------------------------------- under this Guaranty shall not be released1.9, impairedthe payment, reduced or otherwise affected by, observance and shall continue in full force and effect, notwithstanding performance of the occurrence of any eventGuaranteed Obligations), including without limitation any one (and whether or not the same shall have occurred or failed to occur once or more of than once and whether or not the following events: Guarantor shall have received notice thereof): (a) death(i) any extension of the time of payment, insolvencyobservance or performance of, bankruptcy(ii) any amendment or modification of any of the other terms and provisions of, arrangement(iii) any release, adjustment, composition, liquidation, disability, dissolution composition or lack of authority settlement (whether corporateby way of acceptance of a plan of reorganization or otherwise) of, partnership (iv) any subordination (whether present or trustfuture or contractual or otherwise) of Obligor of, or (v) any discharge, disallowance, invalidity, illegality, voidness or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of unenforceability of, the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Guaranteed Obligations; (b) (i) any change in Obligor's financial condition; failure to obtain, (ii) any release, composition or settlement of, (iii) any amendment or modification of any of the terms and provisions of, (iv) any subordination of, or (v) any discharge, disallowance, invalidity, illegality, voidness or other unenforceability of, any other guaranties of the Guaranteed Obligations; (c) partial (i) any failure to obtain or any release of, (ii) any failure to protect or preserve, (iii) any release, compromise, settlement or extension of the time of payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; obligations constituting, (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (giv) any failure to perfect or maintain the perfection or priority of any lien upon, (v) any subordination of any lien upon, or (vi) any discharge, disallowance, invalidity, illegality, voidness or other unenforceability of any lien or security interest intended lien upon, any collateral now or hereafter securing the indebtedness Guaranteed Obligations or preserve any other guaranties thereof; (d) any termination of or change in any relationship between the Guarantor and the Buyer, including any such termination or change resulting from a change in the ownership of the Guarantor or the Buyer or from the cessation of any commercial relationship between the Guarantor and the Buyer; (e) any exercise of, or any election not or failure to exercise, delay in the exercise of, waiver of, or forbearance or other indulgence with respect to, any right, priority remedy or remedy against any Equipment; (h) any interruptionpower available to the Guaranteed Party, change or cessation of relations between Guarantor and Obligor; including (i) any defect inelection not or failure to exercise any right of setoff, damage torecoupment or counterclaim, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (jii) any act or omission election of remedies effected by Caterpillar Financial which increases the scope of Guarantor's riskGuaranteed Party, including without limitationthe foreclosure upon any real estate constituting collateral, negligent administration of transactions with Obligorwhether or not such election affects the right to obtain a deficiency judgment, and/or and (kiii) any other occurrence or circumstance whatsoeverelection by the Guaranteed Party in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) of such Code; and (f) ANY OTHER ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR CIRCUMSTANCE THAT (i) VARIES THE RISK OF THE GUARANTOR HEREUNDER OR (ii) BUT FOR THE PROVISIONS HEREOF, whether similar or dissimilar to the foregoingWOULD, which might otherwise constitute a legal or equitable dischargeAS A MATTER OF STATUTE OR RULE OF LAW OR EQUITY, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorOPERATE TO REDUCE, LIMIT OR TERMINATE THE OBLIGATIONS OF THE GUARANTOR HEREUNDER OR DISCHARGE THE GUARANTOR FROM ANY THEREOF.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtednessindebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's ’s behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's ’s absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's Seller’s failure to preserve any right or remedy against Obligor; (b) any change in Obligor's ’s financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's ’s Indebtedness; (d) any change in Obligor's ’s management, ownership, identity or business or organizational structure; (e) the execution of this Guaranty prior to, concurrent with or subsequent to the execution of the Contract; (f) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (fg) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's ’s assets and/or any assignment, transfer or delegation of Obligor's indebtedness ’s Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (gh) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (hi) any interruption, change or cessation of relations between Guarantor and Obligor; (ij) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (jk) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's ’s risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (kl) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any eventevent (other than performance hereunder), including without limitation any one or more of the following events: : (aA) death, insolvencyInsolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor of Borrower or any other party to Caterpillar Financial that Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lender is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; and/or (E) Any failure of Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligor's indebtedness payment due by Borrower to Lender. (F) Apply any sums paid to any third party of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lender may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; (whereby this Guaranty G) Take or accept any other security for any or all of Borrower's Indebtedness; and/or (H) Enter into, deliver, modify, amend or waive compliance with, any instrument or arrangement evidencing, securing or otherwise affecting, all or any part of Borrower's Indebtedness. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lender with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lender pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lender must rescind or omission restore any payment received by Caterpillar Financial which increases Lender in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lender and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (aA) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor of Borrower or any other party to Caterpillar Financial that Lenders is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lenders is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or assets; and/or (E) Any failure of Lenders to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligor's indebtedness payment due by Borrower to Lenders. (F) Apply any sums paid to any third party of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lenders may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; (whereby this Guaranty G) Take or accept any other security for any or all of Borrower's Indebtedness; and/or (H) Enter into, deliver, modify, amend or waive compliance with, any instrument or arrangement evidencing, securing or otherwise affecting, all or any part of Borrower's Indebtedness. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lenders with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lenders pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lenders must rescind or omission restore any payment received by Caterpillar Financial which increases Lenders in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lenders and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any eventevent (other than performance hereunder), including without limitation any one or more of the following events: : (aA) death, insolvencyInsolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Company (or any person acting on ObligorCompany's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorCompany's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Company's Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor of Company or any other party to Caterpillar Financial that Collateral Agent is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is Collateral Agent and/or Holders are required to fund refund such payment or pay such amount to Obligor Company or to any other person; ; (fD) Any dissolution of Company or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorCompany's assets and/or assets; (E) Any failure of Collateral Agent to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Company to make any assignment, transfer or delegation payment due by Company to Collateral Agent; (F) Any application of Obligor's indebtedness any sums paid to any third party of Company's Indebtedness, with such payments being applied in such priority or with such preferences as Collateral Agent and/or Holders may determine in its/their own discretion, regardless of what Indebtedness of Company remains unpaid; (whereby this Guaranty G) Any taking or acceptance of any other security for any or all of Company's Indebtedness; and/or (H) Any entry into, delivery, modification, amendment or waiver of compliance with, any instrument or arrangement evidencing, securing or otherwise affecting, all or any part of Company's Indebtedness. This Agreement and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Collateral Agent with respect to any of Company's Indebtedness is rescinded or for the account of Obligor must otherwise be restored by Collateral Agent and/or the new or substituted legal entity); (g) Holders pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Company or to any act other party. In the event that Collateral Agent and/or Holders must rescind or omission restore any payment received by Caterpillar Financial which increases Collateral Agent and/or Holders in satisfaction of Company's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Collateral Agent, Holders and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's Until the MF Guaranteed Obligations have been paid in full as set forth in Sections 2.3 and 2.4, the obligations and liabilities -------------------------------------- under this Guaranty of the Guarantor hereunder shall not be releasedreduced, impairedlimited or terminated, reduced nor shall the Guarantor be discharged from any obligation hereunder for any reason whatsoever, including, but not limited to (whether or otherwise affected by, and not the same shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one have occurred or failed to occur once or more than once and, in the case of extensions of time for payment, observance or performance of obligations, whether such extensions or any of them are for periods longer than the respective periods then specified therefor and whether or not the Guarantor shall have received notice thereof or assented thereto): 2.12.1 any extension of the following events: (a) deathtime for payment, insolvencyobservance or performance, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on amendment or arising out modification of any of the lack of validity or unenforceability terms and conditions of the indebtedness MF Guaranteed Obligations or the Muskrat/LTA Project Finance Documents; 2.12.2 any agreement composition or instrument relating thereto settlement (whether by way of release, acceptance of a plan of reorganization or any provisions thereof and/or Obligor's absence or cessation otherwise) of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) MF Guaranteed Obligations; 2.12.3 any failure to perfect exercise, delay in the exercise of, exercise or waiver of, or forbearance or other indulgence with respect to any lien Rights, Remedies and/or Recourses available to any of the GAA Finance Parties or security interest securing the indebtedness or preserve Collateral Agent, including but not limited to: 2.12.3.1 any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction exercise of or loss failure to exercise any right of set-off, counterclaim, reduction, recoupment or interference with possession retention; 2.12.3.2 any election of Rights, Remedies and/or Recourses effected by any of them; 2.12.3.3 any subordination by operation of Law, whether present or use future, of any Equipment for any reason by Obligor or all of the MF Guaranteed Obligations; and 2.12.4 any other person; (j) any act or omission by Caterpillar Financial failure to act which increases varies the scope risks of Guarantor's riskthe Guarantor hereunder or, including without limitationbut for the provisions hereof, negligent administration under the terms of transactions with Obligorany Law, and/or (k) would operate to reduce, limit or terminate the obligations of the Guarantor from any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantorobligation hereunder.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of or Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Subject to the cancellation provisions of SECTION 3 hereof, Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (aA) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on Obligor's Borrower’s behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Borrower’s Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount amounts due and/or outstanding under Obligor's Borrower’s Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor Borrower or any other party to Caterpillar Cat Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Cat Financial is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) any sale, lease or transfer, whether or not commercially reasonable, or all The unenforceability against Borrower of the Loan Agreement or any part provisions thereof or any documents related thereto; (E) Any sale or assignment of Obligor's assets and/or the Loan Agreement; and/or (F) Any failure of Cat Financial to notify Guarantor of the acceptance of this Agreement or of the failure of Borrower to make any assignment, transfer or delegation of Obligor's indebtedness payment due by Borrower to any third party (whereby this Guaranty Cat Financial. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Cat Financial with respect to Borrower’s Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Cat Financial pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act debt relief granted to Borrower or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) to any other occurrence party. In the event that Cat Financial must rescind or circumstance whatsoeverrestore any payment received by Cat Financial in satisfaction of Borrower’s Indebtedness, whether similar any prior release or dissimilar discharge from the terms of this Agreement given to Guarantor shall be without effect, and this Agreement and Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Cat Financial and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performance and only in accordance with Section 3 hereof.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (aA) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of any of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligor's any of the Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor of Borrower or any other party to Caterpillar Financial that Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lender is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or any assignment, transfer or delegation assets; and/or (E) Any failure of Obligor's indebtedness Lender to any third party (whereby notify Guarantor of the acceptance of this Guaranty or of the making of loans or other extensions of credit in reliance on this Guaranty or of the failure of Borrower to make any payment due by Borrower to Lender. This Guaranty and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lender with respect to any of the Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lender pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lender must rescind or omission restore any payment received by Caterpillar Financial which increases Lender in satisfaction of the scope Indebtedness, any prior release or discharge from the terms of this Guaranty given to Guarantor shall be without effect, and this Guaranty and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lender and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's Until the NL Guaranteed Obligations have been paid in full as set forth in Sections 2.3 and 2.4, the obligations and liabilities -------------------------------------- under this Guaranty of the Guarantor hereunder shall not be releasedreduced, impairedlimited or terminated, reduced nor shall the Guarantor be discharged from any obligation hereunder for any reason whatsoever, including, but not limited to (whether or otherwise affected by, and not the same shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one have occurred or failed to occur once or more than once and, in the case of extensions of time for payment, observance or performance of obligations, whether such extensions or any of them are for periods longer than the respective periods then specified therefor and whether or not the Guarantor shall have received notice thereof or assented thereto): 2.12.1 any extension of the following events: (a) deathtime for payment, insolvencyobservance or performance, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on amendment or arising out modification of any of the lack of validity or unenforceability terms and conditions of the indebtedness NL Guaranteed Obligations or the LIL Project Finance Documents; 2.12.2 any agreement composition or instrument relating thereto settlement (whether by way of release, acceptance of a plan of reorganization or any provisions thereof and/or Obligor's absence or cessation otherwise) of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) NL Guaranteed Obligations; 2.12.3 any failure to perfect exercise, delay in the exercise of, exercise or waiver of, or forbearance or other indulgence with respect to any lien rights, remedies and/or recourses available to any of the GAA Finance Parties or security interest securing the indebtedness or preserve Collateral Agent, including but not limited to: 2.12.3.1 any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction exercise of or loss failure to exercise any right of set-off, counterclaim, reduction, recoupment or interference with possession retention; 2.12.3.2 any election of rights, remedies and/or recourses effected by any of them; 2.12.3.3 any subordination by operation of Law, whether present or use future, of any Equipment for any reason by Obligor or all of the NL Guaranteed Obligations; and 2.12.4 any other person; (j) any act or omission by Caterpillar Financial failure to act which increases varies the scope risks of Guarantor's riskthe Guarantor hereunder or, including without limitationbut for the provisions hereof, negligent administration under the terms of transactions with Obligorany Law, and/or (k) would operate to reduce, limit or terminate the obligations of the Guarantor from any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantorobligation hereunder.

No Release of Guarantor. Guarantor's obligations THE OBLIGATIONS OF THE GUARANTOR HEREUNDER SHALL NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL THE GUARANTOR BE DISCHARGED FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, subject to Section 7.03, the payment, observance and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding performance of the occurrence of any eventGuaranteed Obligations), including without limitation any one (and whether or not the same shall have occurred or failed to occur once or more of than once and whether or not the following events: Guarantor shall have received notice thereof): (a) death(i) any increase in the principal amount of, insolvencyor interest rate applicable to, bankruptcy(ii) any extension of the time of payment, arrangementobservance or performance of, adjustment(iii) any other amendment or modification of any of the other terms and provisions of, composition(iv) any release, liquidation, disability, dissolution composition or lack of authority settlement (whether corporateby way of acceptance of a plan of reorganization or otherwise) of, partnership (v) any subordination (whether present or trustfuture or contractual or otherwise) of Obligor of, or (vi) any discharge, disallowance, invalidity, illegality, voidness or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of unenforceability of, the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Guaranteed Obligations; (b) (i) any change in Obligor's financial condition; failure to obtain, (ii) any release, composition or settlement of, (iii) any amendment or modification of any of the terms and provisions of, (iv) any subordination of, or (v) any discharge, disallowance, invalidity, illegality, voidness or other unenforceability of, any other guaranties of the Guaranteed Obligations; (c) partial (i) any failure to obtain or any release of, (ii) any failure to protect or preserve, (iii) any release, compromise, settlement or extension of the time of payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; obligations constituting, (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (giv) any failure to perfect or maintain the perfection or priority of any lien Lien upon, (v) any subordination of any Lien upon, or security interest (vi) any discharge, disallowance, invalidity, illegality, voidness or other unenforceability of any Lien or intended Lien upon, any collateral now or hereafter securing the indebtedness Guaranteed Obligations or preserve any other guaranties thereof; (d) any termination of or change in any relationship between the Guarantor and any other Account Party including any such termination or change resulting from a change in the ownership of the Guarantor or any other Account Party or from the cessation of any commercial relationship between the Guarantor and any other Account Party; (e) any exercise of, or any election not to exercise or failure to exercise, delay in the exercise of, waiver of, or forbearance or other indulgence with respect to, any right, priority remedy or remedy against any Equipment; (h) any interruptionpower available to the Guaranteed Parties, change or cessation of relations between Guarantor and Obligor; including (i) any defect inelection not to exercise or failure to exercise any right of setoff, damage torecoupment or counterclaim, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (jii) any act or omission election of remedies effected by Caterpillar Financial which increases the scope of Guarantor's riskGuaranteed Parties, including without limitationthe foreclosure upon any real estate constituting election of remedies effected by the Guaranteed Parties, negligent administration of transactions with Obligorincluding the foreclosure upon any real estate constituting collateral, and/or whether or not such election affects the right to obtain a deficiency judgment, and (kiii) any other occurrence or circumstance whatsoeverelection by the Guaranteed Parties in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) of such Bankruptcy Code; and (f) ANY OTHER ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR CIRCUMSTANCE THAT (i) VARIES THE RISK OF THE GUARANTOR HEREUNDER OR (ii) BUT FOR THE PROVISIONS HEREOF, whether similar or dissimilar to the foregoingWOULD, which might otherwise constitute a legal or equitable dischargeAS A MATTER OF STATUTE OR RULE OF LAW OR EQUITY, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorOPERATE TO REDUCE, LIMIT OR TERMINATE THE OBLIGATIONS OF THE GUARANTOR HEREUNDER OR DISCHARGE THE GUARANTOR FROM ANY THEREOF.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar FinancialSeller's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (aA) deathDeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; Indebtedness; (bB) any change in Obligor's financial condition; (c) partial Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; ; (dC) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any Any payment by Obligor Borrower or any other party to Caterpillar Financial that Bank is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Bank is required to fund such payment or pay such amount to Obligor Borrower or to any other person; ; (fD) Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or any assignment, transfer or delegation assets; and/or (E) Any failure of Obligor's indebtedness Bank to any third party (whereby notify Guarantor of the acceptance of this Guaranty or of the failure of Borrower to make any payment due by Borrower to Bank. This Guaranty and Guarantor's obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Bank with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Bank pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Bank must rescind or omission restore any payment received by Caterpillar Financial which increases Bank in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Guaranty given to Guarantor shall be without effect, and this Guaranty and Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Bank and Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor's obligations and liabilities -------------------------------------- under this Guaranty Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency: A. Insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor Borrower (or any person acting on ObligorBorrower's behalf) or any Other Obligor ), or any other defense based on guarantor, surety or arising out endorser of the lack any of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or ObligorBorrower's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial Indebtedness; B. Partial payment or payments of any amount due and/or outstanding under Obligorany of Borrower's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any ; C. Any payment by Obligor Borrower or any other party to Caterpillar Financial that Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Lender is required to fund refund such payment or pay such amount to Obligor Borrower or to any other person; (f) ; D. Any dissolution of Borrower or any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of ObligorBorrower's assets and/or any assignment, transfer assets; and/or E. Any failure of Lender to notify Guarantor of the acceptance of this Agreement or delegation of Obligorthe making of loans or other extensions of credit in reliance on this Agreement. This Agreement and each Guarantor's indebtedness to any third party (whereby this Guaranty obligations and liabilities hereunder shall continue to extend be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to all sums due from Lender with respect to any of Borrower's Indebtedness is rescinded or for the account of Obligor and/or the new or substituted legal entity); (g) must otherwise be restored by Lender pursuant to any failure to perfect any lien or security interest securing the indebtedness or preserve any rightinsolvency, priority or remedy against any Equipment; (h) any interruptionbankruptcy, change or cessation of relations between Guarantor and Obligor; (i) any defect inreorganization, damage toreceivership, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) debt relief granted to Borrower or to any act other party. In the event that Lender must rescind or omission restore any payment received by Caterpillar Financial which increases Lender in satisfaction of Borrower's Indebtedness, any prior release or discharge from the scope terms of this Agreement given to Guarantor shall be without effect, and this Agreement and each Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence obligations and liabilities hereunder shall automatically be renewed or circumstance whatsoever, whether similar or dissimilar reinstated and shall remain in full force and effect to the foregoing, which might otherwise constitute same degree and extent as if such a legal or equitable discharge, release or defense discharge was never granted. It is the intention of a guarantor or surety or which might otherwise limit recourse against Lender and each Guarantor that Guarantor's obligations and liabilities hereunder shall not be discharged except by Guarantor's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar FinancialSeller's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.