Common use of No Release Clause in Contracts

No Release. Guarantor hereby agrees that its obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' taking or accepting of any other security or guaranty for any or all of the Guaranteed Debt; (b) any release, surrender, exchange, subordination or loss of any security at any time existing in connection with any or all of the Guaranteed Debt; (c) any full or partial release of the liability of any other obligor on the Obligation; (d) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' taking or accepting of any other security or guaranty for any or all of the Guaranteed Debt; (b) any release, surrender, exchange, subordination or loss of any security at any time existing in connection with any or all of the Guaranteed Debt; (c) any full or partial release of the liability of any other obligor on the Obligation; (d) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXXultra virex, or xx the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The Guarantor hereby waives any defense of a surety or guarantor or any other obligor arising in connection with or in respect of any of the following and hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify the Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the invalidity or unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Guaranteed Debt to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), ; or if there is more than one person (k) any law or entity signing this Guaranty regulation or otherwise guaranteeing payment other event affecting any term of the Guaranteed Debt, the release of any one ; or more of them hereunder; or (jl) any discharge, releaseother circumstance which might otherwise constitute a defense available to, or other forgiveness of Borrower's personal liability for a legal or equitable discharge of, Borrower or the payment of the Guaranteed DebtGuarantor.

No Release. Guarantor hereby agrees that its Guarantors’ obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; any Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against any Borrower or any new agreement between Agent, any Lender, and any Borrower, ; it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to any Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Lawlaw, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation any Guaranteed Debt to Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The Guarantor hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations, except for any final release resulting from payment in full of such Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify the Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Obligations to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense available to, or if there is more than one person a legal or entity signing this Guaranty equitable discharge of, Borrower or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed DebtGuarantor.

No Release. Each Guarantor hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations, except for any final release resulting from payment in full of such Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Obligations to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense available to, or if there is more than one person a legal or entity signing this Guaranty equitable discharge of, Borrower or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed DebtGuarantor.

No Release. The liability of the Guarantor hereby agrees that its obligations under the terms of this Guaranty hereunder shall not be released, diminisheddischarged, impaired, reduced limited or in any way affected by anything done, suffered or permitted by the occurrence Agent or the Lenders or any of them in connection with any duties or liabilities of the Borrower or the other Guarantors within the meaning of the Credit Agreement (the “Other Guarantors”) or any of them to the Agent or the Lenders or any of them, or any security therefor including any loss of or in respect of any one security received by the Agent or more the Lenders or any of them from the Borrower, the Other Guarantors or any other Person. Without limiting the generality of the following eventsforegoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor’s liability hereunder, without obtaining the consent of or giving notice to the Guarantor, the Agent and the Lenders may: (a) Agent's grant time, renewals, extensions, indulgences, releases and discharges to the Borrower or Lenders' taking or accepting of any other security or guaranty for any or all of the Guaranteed DebtOther Guarantors; (b) any release, surrender, exchange, subordination take or loss of any security at any time existing in connection with any abstain from taking or all enforcing securities or collateral from the Borrower or the Other Guarantors or from perfecting securities or collateral of the Guaranteed DebtBorrower or the Other Guarantors; (c) any full accept compromises from the Borrower or partial release of the liability of any other obligor on the ObligationOther Guarantors; (d) the insolvency, becoming subject to the applicable provisions of the Credit Agreement, apply all money at any Debtor Relief Lawtime owing from the Borrower or the Other Guarantors or from any collateral security to such part of the Guaranteed Obligation as the Agent may see fit or change any such application in whole or in part from time to time as the Agent may see fit; for greater certainty, the Agent or lack of corporate power of Borrower, any of the undersigned, or any party Lenders may at any time liable and from time to time, to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent or any of the Lenders to or for the payment credit of the Guarantor against any or and all of the Guaranteed Debtliabilities of the Borrower, whether now existing or hereafter occurring;not the Agent shall have made any demand under the Guarantee. The Agent or the Lenders, as the case may be, shall promptly notify the Guarantor after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and the Lenders under this paragraph are in addition to other rights and remedies (including without limitation, other rights of set-off) that the Agent and the Lenders may have; and (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection otherwise deal with the Guaranteed Debtall other Persons and securities as the Agent and the Lenders may see fit, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtacting reasonably.

No Release. Guarantor hereby agrees that its obligations Neither the Security Interest, any Debtor's obligations, nor Secured Party's or any Lenders' Rights under the terms of this Guaranty shall not be agreement are released, diminished, impaired, reduced or adversely affected by the occurrence of any one or more of the following events: : (ai) Agent's or Lenders' The taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; Obligation; (bii) any release, surrender, exchange, subordination subordination, or loss of any security or assurance at any time existing in connection with any Obligation; (iii) the modification of, amendment to, or all waiver of the Guaranteed Debt; (c) compliance with any full or partial release of the liability terms of any other obligor on Loan Document without the Obligation; consent of Debtors EXCEPT as required in that Loan Document; (div) the any present or future insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or trust power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed DebtObligation; (v) EXCEPT as specifically required by any other Loan Document, whether now existing or hereafter occurring; (e) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, Obligation (either with or without notice to or consent of Guarantor, any Debtor) or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent Secured Party or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Debtor; (fvi) any neglect, delay, omission, failure failure, or refusal of Agent Secured Party or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any agreement, document, guaranty, or instrument evidencing, securing, or agreement evidencing or securing assuring the payment of any or all of the Guaranteed Debt; Obligation; (gvii) any failure of Agent Secured Party or any Lender to notify Guarantor any Debtor of any renewal, extension, or assignment of any or all of the Guaranteed DebtObligation, or the release of any security under any other document or instrument, or of any other action taken or refrained from being taken by Agent Secured Party or any Lender against Borrower any Debtor, or any new agreement between AgentSecured Party, any Lender, and Borrowerany Debtor, it being understood that that, except as expressly required by the Credit Agreement, neither Agent Secured Party nor any Lender shall be is required to give Guarantor any Debtor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed DebtObligation, other than including, without limitation, notice of acceptance of this agreement or any notice required Collateral ever delivered to be given to Guarantor elsewhere herein; or for the account of Secured Party under this agreement; (hviii) the illegality, invalidity, or unenforceability of all or any part of the Guaranteed Debt Obligation against Borrower any third party obligated with respect to it by reason of the fact that the Guaranteed Debt Obligation, or the interest paid or payable with respect to any of it, exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, of it is ULTRA XXXXX, or the officers officers, partners, or trustees creating same exceeded any of it acted in excess of their authority authority, or violated their fiduciary duties in connection therewith; for any other reason; or (iix) if any payment of the by any party obligated with respect to any Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law applicable Laws or if for any other reason Agent Secured Party or any Lender is required to refund such any payment on any Obligation or make payment pay the amount of it to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtelse.

No Release. Guarantor hereby agrees that Lender may do or suffer any of the following, by action or inaction, without releasing or exonerating Borrower, as guarantor, from its obligations responsibility to pay or perform any of the Obligations (and Lender need not notify Borrower, as guarantor of any of the following): (i) renew, extend, rearrange, alter, impair, suspend or otherwise modify any of the Obligations or any of the rights or remedies of Lender under the terms Loan Documents; (ii) release Borrower or any other guarantor from any of the 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 Obligations or any other guaranty of the Obligations; (iv) exercise Lender's rights in any Collateral for any of the Obligations or any other collateral for any other guaranty of the Obligations in any order that Lender may elect in its sole discretion; (v) advance additional funds to or for the benefit of Borrower, as borrower; (vi) foreclose on any Collateral for the Obligations, or any portion thereof (including the collateral provided under a deed of trust) or a guaranty of the Obligations, or any portion thereof in a manner that diminishes, impairs or precludes the right of Borrower, as guarantor, to enjoy any rights of subrogation against any other guarantor or third person, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty shall not be releasedAgreement (in this connection, diminishedBorrower, impairedas guarantor, reduced waives any rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for the Obligations or affected any other guaranty, has destroyed Borrower's rights, as guarantor, of subrogation and reimbursement against any other guarantor or third person by operation of law and, in addition, Borrower, as guarantor, waives any defenses arising under Uniform Commercial Code Sections 1103 and 9501 et seq.); (vii) permit or suffer the occurrence impairment of any one or more of the following events: Obligations in a case under the Bankruptcy Code by or against Borrower; (aviii) Agent's permit or Lenders' taking suffer the creation of secured or accepting unsecured credit or debt under Bankruptcy Code Section 364 in a case involving any of the Obligations; (ix) permit or suffer the disallowance, avoidance or subordination of any other security or guaranty for any or all of the Guaranteed Debt; Obligations or Collateral; (bx) fail to exercise any release, surrender, exchange, subordination right or loss of any security at any time existing in connection remedy Lender may have with any respect to the payment or all of the Guaranteed Debt; (c) any full or partial release of the liability of any other obligor on the Obligation; (d) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrowerperformance of, any of the undersignedLoan Documents or any of the Obligations; or (xi) fail to obtain a guaranty, other assurance of payment, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or credit enhancement from any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtperson.

No Release. The liability of the Guarantor hereby agrees that its obligations under the terms of this Guaranty hereunder, shall not be released, diminisheddischarged, impaired, reduced limited or otherwise affected by anything done, omitted, suffered or permitted by the occurrence Creditor in connection with (i) the Debtor, (ii) any other guarantor, (iii) the Obligations or the obligations of the Guarantor hereunder, or (iv) any security held by or granted to the Creditor to secure payment or performance of any one or more of the following eventsObligations or the obligations of the Guarantor hereunder. The Guarantor's liability hereunder shall remain in full force and effect until this Guarantee shall have been terminated as hereinafter provided. Without limiting the generality of the foregoing, the liability of the Guarantor hereunder shall not be released, discharged, limited or otherwise affected by: (a) Agent's any amendment or Lenders' taking modification of, or accepting of any other revision to, or action taken under the Agreements or security or guaranty for any or all of the Guaranteed Debttherefor; (b) any releasecessation or termination from any cause whatsoever, surrender, exchange, subordination whether consensual or loss of any security at any time existing in connection with any or all by virtue of the Guaranteed Debtstatute of limitations or otherwise, of the liability or indebtedness of the Debtor under all or any part of the Agreements; (c) any full the amalgamation, consolidation or partial release other reorganization of the liability Debtor or of its business or affairs or a winding-up, dissolution or liquidation of the business or affairs of the Debtor or any other obligor on change in the Obligationstatus, articles of incorporation, bylaws, membership, constating documents, control or ownership of the Debtor, whether voluntary or otherwise; (d) any transfer, sale, conveyance, lease, mortgage, charge, pledge, encumbrance of or other dealing with the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any assets of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurringDebtor; (e) any renewal, extension voluntary or rearrangement involuntary participation by the Debtor in any settlement or composition for the benefit of the payment of any Debtor's creditors either through liquidation, receivership, bankruptcy or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligationotherwise; (f) any neglectthe Debtor becoming insolvent or bankrupt or subject to the provisions of the Bankruptcy and Insolvency Act (Canada), delay, omission, failure or refusal of Agent the United States Bankruptcy Code (USA) or any Lender to take or prosecute any action for the collection of all successor legislation or any part failure of the Guaranteed Debt Creditor to file or to foreclose enforce a claim in respect of such insolvency or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debtbankruptcy; (g) the Creditor failing to take, perfect or maintain any failure of Agent security for the Obligations or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all the obligations of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere hereinhereunder; (h) any extension, renewal or other modification of the unenforceability time for payment or performance of all any of the Obligations or any part of the Guaranteed Debt against Borrower by reason obligations of the fact that the Guaranteed Debt exceeds the amount permitted by LawGuarantor hereunder or any other indulgences, the act releases, discharges, compromises, arrangements or forebearances granted or accepted in respect thereof or in respect of creating the Guaranteed Debtany other guarantor or other person, or any part thereof, is ULTRA XXXXXdelay by the Creditor in enforcing the terms of, or any waiver by the officers creating same exceeded their authority Creditor of any default under, the Agreements or violated their fiduciary duties in connection therewithany security instrument or other document; (i) any payment the actions or omissions of the Obligation Creditor regarding the realization or enforcement of any security held by or granted to Agent the Creditor to secure payment or Lenders is held to constitute a preference under performance of any of the obligations of the Guarantor hereunder or any of the Obligations or regarding any other act or thing in respect of any such security, regardless of whether such security or any rights or defences which the Guarantor or any other person might have, by subrogation, reimbursement, indemnification or otherwise, against the Creditor or others may be diminished, destroyed or otherwise adversely affected by such action or omission and regardless of whether recourse may or may not thereafter be had against the Debtor Relief Law or if any other person for any other reason Agent deficiency; (j) the loss, releasing, discharging or modification of or any Lender is required security held by or granted to refund such the Creditor to secure payment or make payment performance of the Obligations or the obligations of the Guarantor hereunder; (k) the manner in which the Creditor applies moneys received from the Debtor or others or received from the enforcement of any security agreement, guarantee or other instrument; (l) the Creditor failing to someone else (and in each such instance this Guaranty shall pursue any recourse which might otherwise be reinstated in an amount equal to such payment)available, or if there is more than one person or entity signing this Guaranty whether by way of deficiency judgment or otherwise guaranteeing payment and the Guarantor hereby renounces all benefits of the Guaranteed Debt, the release of any one or more of them hereunderdiscussion and division; or (jm) any dischargelaw, releaseact, omission, thing or circumstance which would or might, but for this provision, constitute a legal or equitable discharge or defence of a surety, guarantor or person giving a guarantee in the form of this Guarantee, it being acknowledged and agreed by the Guarantor that the Creditor may at any time deal with the Debtor, any other forgiveness guarantor and others, and with securities, as the Creditor may in the Creditor's sole discretion see fit (regardless of Borrowerwhether such dealing increases the Guarantor's personal liability for risk hereunder) and that such dealing shall not affect the payment of the Guaranteed DebtGuarantor's obligations hereunder in any manner whatsoever.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , EXCEPT for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Paper; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Paper; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, it being understood that ; IT BEING UNDERSTOOD THAT neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than OTHER THAN any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, it is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The liability of Guarantor hereby agrees that its obligations under the terms of this Guaranty shall pursuant to Clause 6.1 will not be released, diminisheddischarged, impaired, reduced limited or in any way affected by anything done, suffered or permitted by TRQ in connection with any duties or liabilities of Service Provider to TRQ. Without limiting the occurrence of any one or more generality of the following eventsforegoing and without releasing, exonerating, discharging, diminishing, limiting, restricting, subjecting to a defence or otherwise affecting in whole or in part Guarantor’s liability pursuant to Clause 6.1, without obtaining the consent of or giving notice to Guarantor (unless required under this Agreement or any other agreement between, inter alios, TRQ and the Guarantor), TRQ may: (a) Agent's make any change in the manner or Lenders' taking place of payment under any agreement between, inter alios, Service Provider and TRQ or accepting excuse, overlook or waive, in whole or in part, temporarily, permanently or from time to time, the failure on the part of Service Provider to carry out any other security or guaranty for of its obligations under any or all of the Guaranteed Debtsuch agreement; (b) grant time, renewals, extensions, indulgences, releases and discharges to Service Provider or any release, surrender, exchange, subordination or loss of any security at any time existing in connection with any or all of the Guaranteed Debtother person; (c) subject to the terms of this Agreement and the Flow of Funds Agreement, apply all money at any full or partial release time received from Service Provider upon such part of the liability of Obligations as TRQ may see fit or change any other obligor on the Obligationsuch application in whole or in part from time to time as TRQ may see fit; (d) the insolvencycompromise, becoming subject to any Debtor Relief Lawsubordinate, postpone or lack of corporate power of Borrower, abandon any of the undersignedObligations or any of TRQ’s arrangements or agreements with Service Provider or any other person; (e) do, or any party at any time liable for omit to do, anything to enforce the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation;Obligations; and (f) prove any neglect, delay, omission, failure or refusal of Agent claim in any liquidation proceeding affecting Service Provider or any Lender to take other person as it sees fit or prosecute refrain from proving any action for claim or permit or suffer the collection impairment of all or any part of the Guaranteed Debt Obligations in any such liquidation proceeding; make any election in any such liquidation proceeding; permit or to foreclose suffer the creation of secured or take unsecured credit or prosecute debt in any action in connection with such liquidation proceeding; or permit or suffer the disallowance, avoidance, or subordination of any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, Obligations or the release of any security or obligations of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever obligor with respect to or the Obligations in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtliquidation proceeding.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated vioxxxxx their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The Guarantor hereby waives any defense of a surety or guarantor or any other obligor arising in connection with or in respect of any of the following and hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify the Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the invalidity or unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Guaranteed Debt to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), ; (k) any Law or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment other event affecting any term of the Guaranteed Debt, the release of any one ; or more of them hereunder; or (jl) any discharge, releaseother circumstance which might otherwise constitute a defense available to, or other forgiveness of Borrower's personal liability for a legal or equitable discharge of, Borrower or the payment of the Guaranteed DebtGuarantor.

No Release. Guarantor hereby agrees that its Guarantor's[s'] obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify [any] Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against any Borrower or any new agreement between Administrative Agent, any Lender, and any Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give [any] Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to [any] Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their xxxxr fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Each Guarantor's covenants, agreements and obligations under the terms of this Guaranty Article XI shall not in no way be released, diminished, impairedreduced, reduced impaired or otherwise affected by reason of the occurrence happening from time to time of any one or more of the following events:things, for any reason, whether by voluntary act, operation of law or order of any competent Governmental Authority and whether or not such Guarantor is given any notice or is asked for or gives any further consent (all requirements for which, however arising, each Guarantor hereby WAIVES): (a) Agent's voluntary or Lenders' taking or accepting involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, change in corporate or organizational status, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt or other security similar proceedings of or guaranty for affecting any Obligor or all any other Guarantor or any of the Guaranteed Debt;assets of any Obligor or any other Guarantor, even if any of the Obligations is thereby rendered void, unenforceable or uncollectible. (b) any release, surrender, exchange, subordination occurrence or loss discovery of any security at lack of genuineness, irregularity, invalidity or unenforceability of any time existing in connection with any or all of the Guaranteed Debt;Obligations or Credit Documents or any defect or deficiency in any of the Obligations or Credit Documents. (c) failure by any full Bank, the Agent or partial release of the liability any other Person to notify-or timely notify-any Guarantor of any other obligor on the Obligation; default, event of default or similar event (dhowever denominated) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, under any of the undersignedCredit Documents, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being not taken by any Bank or the Agent against any Obligor, any other Guarantor or any Lender against Borrower other Person, or any new agreement between Agent, any Lender, and Borrower, it being understood that neither other event or circumstance. Neither the Agent nor any Lender Bank shall be required have any duty or obligation to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debtthis Guaranty. (d) occurrence of any event or circumstance which might otherwise constitute a defense available to, or a discharge of, any Obligor or any other Guarantor (other than a defense of full payment and performance), including failure of consideration, fraud by or affecting any notice required Person, usury, forgery, breach of warranty, failure to be given to Guarantor elsewhere herein;satisfy any requirement of the statute of frauds, running of any statute of limitation, accord and satisfaction and any defense based on election of remedies of any type. (he) receipt and/or application of any proceeds, credits or recoveries from any source, including any proceeds, credits, or amounts realized from exercise of any rights, remedies, powers or privileges of any Bank or the unenforceability Agent under the Credit Documents, by law or otherwise available to any Bank or the Agent (other than an application which results in full payment and performance of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such paymentObligations), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its The obligations of the Guarantors under the terms of this Guaranty shall not be released, diminishedaffected, stayed or impaired, reduced or affected by without the occurrence written consent of any one or more of the following eventsLessor, by: (a) Agent's or Lenders' taking or accepting of any other security or guaranty for any or all assignment of the Guaranteed Debt;Leases, although made without notice to, or without the consent of, any Guarantor of the Leases; or (b) any release, surrender, exchange, subordination waiver by Lessor of the performance or loss observance by the Lessee of any security at any time existing in connection with any or all of the Guaranteed Debt;terms, covenants, or conditions contained in the Leases; or (c) any full or partial release extension of the liability time for payment of any other obligor on amounts payable under or in connection with the Obligation;Leases or the time of performance by the Lessee or any Guarantor of the Leases, of any obligations under or arising out of the Leases, or any extension or renewal thereof; or (d) the insolvencymodification or amendment (whether material or otherwise) of any duty, becoming subject to any Debtor Relief Law, agreement or lack of corporate power of Borrower, any obligation of the undersignedLessee set forth in the Leases, or including any party at any time liable for the payment of any or all agreement involving a workout of the Guaranteed DebtLessee's financial obligations to Lessor under the Leases, whether now existing or hereafter occurring;or (e) any renewalthe voluntary or involuntary liquidation, extension sale or rearrangement other disposition of the payment of any all or substantially all of the Guaranteed Debt, either with or without notice to or consent assets of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, the Lessee or any other obligor on Guarantor of the Obligation;Leases; or (f) any neglectreceivership, delayinsolvency, omissionbankruptcy, failure reorganization, dissolution or refusal of Agent other similar proceedings affecting the Lessee or any Lender to take or prosecute any action for Guarantor of the collection of all Leases or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt;their respective assets; or (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any property from any lien or security interest created by the Leases or the acceptance of any other action taken additional or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind substitute property as security under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein;Leases; or (h) the unenforceability of all release or any part discharge of the Guaranteed Debt against Borrower by reason Lessee from the observance or performance of the fact that the Guaranteed Debt exceeds the amount permitted by Lawany terms, the act of creating the Guaranteed Debtcovenants, or any part thereof, is ULTRA XXXXX, or conditions contained in the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith;Leases; or (i) any payment action which Lessor may take or omit to take by virtue of the Obligation to Agent Leases or Lenders is held to constitute a preference under through any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment course of the Guaranteed Debt, the release of any one or more of them hereunderdealing with Lessee; or (j) any dischargeresignation, releasewithdrawal, termination or other forgiveness change in the Guarantors' relationship with the Lessee; (k) the addition of Borrower's personal liability for a new Guarantor or the payment release of any Guarantor of the Guaranteed DebtLeases; or (1) the operation of law or any other cause, whether similar or dissimilar to the foregoing.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall guaranty may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any party because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its obligations under The liability of each of the terms of this Guaranty Guarantors hereunder shall not be released, diminisheddischarged, impaired, reduced limited or in any way affected by anything done, suffered or permitted by the occurrence Agent or the Lenders or any of them in connection with any duties or liabilities of the Borrower or the Other Guarantors or any of them to the Agent or the Lenders or any of them, or any security therefor including any loss of or in respect of any one security received by the Agent or more the Lenders or any of them from the Borrower, the Other Guarantors or any other Person. Without limiting the generality of the following eventsforegoing and without releasing, discharging, limiting or otherwise affecting in whole or in part each Guarantor's liability hereunder, without obtaining the consent of or giving notice to the Guarantors, the Agent and the Lenders may: (a) Agent's grant time, renewals, extensions, indulgences, releases and discharges to the Borrower or Lenders' taking or accepting of any other security or guaranty for any or all of the Guaranteed DebtOther Guarantors; (b) any release, surrender, exchange, subordination take or loss of any security at any time existing in connection with any abstain from taking or all enforcing securities or collateral from the Borrower or the Other Guarantors or from perfecting securities or collateral of the Guaranteed DebtBorrower or the Other Guarantors; (c) any full accept compromises from the Borrower or partial release of the liability of any other obligor on the ObligationOther Guarantors; (d) the insolvency, becoming subject to the applicable provisions of the Credit Agreement, apply all money at any Debtor Relief Lawtime owing from the Borrower or the Other Guarantors or from any collateral security to such part of the Secured Obligations as the Agent may see fit or change any such application in whole or in part from time to time as the Agent may see fit; for greater certainty, the Agent or lack of corporate power of Borrower, any of the undersigned, or any party Lenders may at any time liable and from time to time, to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent or any of the Lenders to or for the payment credit of a Guarantor against any or and all of the Guaranteed Debtliabilities of the Borrower, whether now existing or hereafter occurring;not the Agent shall have made any demand under the Guarantee. The Agent or the Lenders, as the case may be, shall promptly notify such Guarantor after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and the Lenders under this paragraph are in addition to other rights and remedies (including without limitation, other rights of set-off) that the Agent and the Lenders may have; and (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection otherwise deal with the Guaranteed Debtall other Persons and securities as the Agent and the Lenders may see fit, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtacting reasonably.

No Release. Guarantor hereby agrees that its Guarantor’s obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; Debt (if any); (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full in cash of the entire Obligations (other than contingent Obligations included in the Guaranteed Debt for which no demand has been made); (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by the Administrative Agent or any Lender Party to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of the Administrative Agent or any Lender Party to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Debt or to foreclose, take, or prosecute any action in connection with any Loan Document; (gh) any failure of the Administrative Agent or any Lender Party to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by the Administrative Agent or any Lender Party against any Borrower or any new agreement between the Administrative Agent, any LenderLender Party, and any Borrower, ; it being understood that neither the Administrative Agent nor any Lender shall be Party is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra vxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Obligations to the Administrative Agent or Lenders any Lender Party is held to constitute a preference under any Debtor Relief Law or if for any other reason the Administrative Agent or any Lender Party is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or if there is more than one person a discharge of, a borrower or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtguarantor.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , EXCEPT for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Paper; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, lack of corporate, trust, or lack partnership power or capacity of corporate power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Debt or to foreclose, take, or prosecute any action in connection with any Loan Paper; (gh) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, Lender and Borrower, it being understood that neither Agent nor any ; IT BEING UNDERSTOOD THAT Lender shall be is not required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than OTHER THAN any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, it is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Agent or Lenders Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The liability of Guarantor hereby agrees that its obligations under the terms of this Guaranty shall is not be released, diminishedsuspended, discharged, impaired, reduced terminated, limited or in any way affected by the occurrence anything Creditor does, suffers or permits in connection with any duties or liabilities of Debtor to Creditor or any security for those duties or liabilities, including without limitation any loss of or in respect of any one security received by Creditor from Debtor or more others. Creditor may, at any time and from time to time, without the consent of or notice to Guarantor, and without impairing, releasing, discharging, limiting or otherwise affecting in whole or in part the obligations of Guarantor hereunder: a) change the manner, place or terms of payment of, and/or exchange or extend the time of payment of, renew, amend, alter, release, discharge or terminate, any of the following events: (a) Agent's Agreements or Lenders' taking or accepting of any other security or guaranty for any or all of the Guaranteed DebtObligations; (b) any sell, exchange, release, surrender, exchange, subordination realize upon or loss of otherwise deal with in any security at manner and in any time existing in connection with order any assets securing the Guaranteed Obligations; c) exercise or all refrain from exercising any rights against Debtor or others or otherwise act or refrain from acting; d) settle or compromise any of the Guaranteed DebtObligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (ce) apply any full sums, regardless of how realized, to any liability owing by Debtor to Creditor under or partial release of pursuant to the liability of any other obligor on the ObligationAgreements; (df) the insolvency, becoming subject consent to or waive any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersignedbreach of, or any act, omission or default under any Agreement or otherwise amend, modify, restate, amend and restate or supplement any Agreement; g) act or fail to act in any manner referred to in this Guaranty which may deprive Guarantor of any right against Debtor of the type described in Section 12 to recover any payments made pursuant to this Guaranty; h) release Debtor or any other party at liable in any time liable manner for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurringObligations; (ei) any renewaltake or abstain from taking security or collateral from Debtor or from perfecting security or collateral of Debtor; j) enter into new Agreements with Debtor from time to time after the date of this Guaranty, extension or rearrangement which new Agreements will, for all purposes, form a part of the payment of any or all of and be incorporated into the Guaranteed Debt, either Obligations; and k) otherwise deal with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of Debtor and any security received from Debtor or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtothers as Creditor sees fit.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent Administrative Agent, any other Agent, or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent Administrative Agent, any other Agent, or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Agent Administrative Agent, any other Agent, or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent Administrative Agent, any other Agent, or any Lender against Borrower or any new agreement between Administrative Agent, any other Agent, any Lender, and Borrower, ; it being understood that neither Agent Administrative Agent, nor any other Agent, nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation to Agent Administrative Agent, any other Agent, or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent Administrative Agent, any other Agent, or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense against, or if there is more than one person a legal or entity signing equitable discharge of, Guarantor's liability under this Guaranty or otherwise guaranteeing payment of the Guaranteed DebtGuaranty, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the except payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall guaranty may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Credit Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, party or any party at any time line liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than OTHER THAN any notice required to be given to Guarantor elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any party because it exceeds the amount permitted by Lawapplicable Governmental Requirements, the act of creating the Guaranteed Debt, or any part thereof, it is ULTRA XXXXX, or VIRES the officers creating same creation it exceeded their authority or violated their xxxxx fiduciary duties in connection therewith; (iwith it, or otherwise; or 0) any payment of the Obligation to Administrative Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable DIGEX A&R GUARANTY GUARANTY 3 4 for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra virex, or any part thereof, is ULTRA XXXXX, or the xxe officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its No Guarantor’s obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any collateral or other security or guaranty for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any collateral or other security at for any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the amendment or modification of, or waiver of compliance with, any terms of any Loan Document, Swap Contract or other document or instrument executed and delivered in connection with any Guaranteed Debt; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender Benefitted Party to Borrower, Guarantor, or any other obligor on the Obligation; Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender Benefitted Party to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt or to foreclose, take, or prosecute any action in connection with any Loan Document, Swap Contract or other document or instrument executed and delivered in connection with any Guaranteed Debt; ; (gh) any failure of Agent or any Lender Benefitted Party to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any collateral or other security for any Guaranteed Debt or of any other action taken or refrained from being taken by Agent any Benefitted Party against Borrower or any Lender against Borrower other obligor on any Guaranteed Debt or any new agreement between Agent, any Lender, Benefitted Party and BorrowerBorrower or any other obligor on any Guaranteed Debt, it being understood that neither Agent nor any Lender no Benefitted Party shall be required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to such Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the any other obligor or any collateral or other security for any Guaranteed Debt because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation any Guaranteed Debt to Agent or Lenders any Benefitted Party is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender Benefitted Party is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense against, or if there is more than one person a legal or entity signing equitable discharge of, any Guarantor’s liability under this Guaranty or otherwise guaranteeing payment of the Guaranteed DebtGuaranty, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the except payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; any Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against any Borrower or any new agreement between Agent, any Lender, and any Borrower, ; it being understood that neither Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Lawlaw, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded ix xxxeeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation any Guaranteed Debt to Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall Guarantee may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; any Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by law or elsewhere herein; in this Guarantee; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Lawlaw, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation any Guaranteed Debt to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law Laws or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall Guarantee will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The liability of each Guarantor hereby agrees that its obligations under the terms of this Guaranty shall hereunder will not be released, diminisheddischarged, impaired, reduced limited or in any way affected by anything done, suffered, permitted or omitted to be done by the occurrence Vendor in connection with any duties or liabilities of the Obligor to the Vendor or any security therefor including any loss of or in respect of any one security received by the Vendor from the Obligor or more others. Without limiting the generality of the following eventsforegoing and without releasing, discharging, limiting or otherwise affecting, in whole or in part, each Guarantor’s liability hereunder, the Vendor may, without obtaining the consent of or giving notice to any Guarantor: (a) Agent's discontinue, reduce, increase or Lenders' taking or accepting of any other security or guaranty for any or all otherwise vary the credit of the Guaranteed DebtObligor in any manner whatsoever; (b) make any releasechange in the time, surrendermanner or place of payment under, exchangeor in any other term of, subordination any agreement between the Obligor and the Vendor or loss of any security at any time existing waive, in connection whole or in part and with any or all without conditions, the failure on the part of the Guaranteed DebtObligor to carry out any of its obligations under any such agreement; (c) any full grant time, renewals, extensions, indulgences, releases and discharges to the Obligor or partial release of the liability of any other obligor on the Obligationperson; (d) release or substitute, in whole or in part, any Guarantor of the insolvency, becoming subject to any Debtor Relief Law, Obligations or lack obtain a new guarantee of corporate power of Borrower, any of the undersigned, or Obligations from any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurringother person; (e) any renewalsubordinate, extension release, take or rearrangement of enforce, refrain from taking or enforcing or omit to take or enforce security or collateral from the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, Obligor or any other obligor on person or perfect, refrain from perfecting or omit to perfect security or collateral of the ObligationObligor or any other person, whether occasioned by the fault of the Vendor or otherwise; (f) to the extent permitted under applicable law, give or refrain from giving to the Obligor, any neglect, delay, omission, failure or refusal of Agent Guarantor or any Lender to take other person notice of any sale or prosecute other disposition of any action for property securing any of the collection of all Obligations or any part of the Guaranteed Debt other guarantee thereof, or to foreclose or take or prosecute any action notice that may be given in connection with any instrument sale or agreement evidencing or securing other disposition of any or all of the Guaranteed Debtsuch property; (g) any failure of Agent accept compromises from the Obligor or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere hereinperson; (h) the unenforceability of all marshal, refrain from marshalling or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewithomit to marshal assets; (i) apply all money or other property at any payment time received from the Obligor or from its security upon such part of the Obligation Obligations as the Vendor may see fit or vary any such application in whole or in part from time to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of time as the Guaranteed Debt, the release of any one or more of them hereunderVendor may see fit; orand (j) otherwise deal, delay or refrain from dealing or omit to deal with the Obligor, each Guarantor and all other persons and security as the Vendor may see fit and do, delay or refrain from doing or omit to do any dischargeother act or thing that under applicable law might otherwise have the effect, releasedirectly or indirectly, of releasing, discharging, limiting or other forgiveness of Borrower's personal otherwise affecting in whole or in part any Guarantor’s liability for the payment of the Guaranteed Debthereunder.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations, except for any final release resulting from payment in full of such obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document, the Line Letter, or the Master Note; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Debt or to foreclose, take, or prosecute any action in connection with any Loan Document, the Line Letter, or the Master Note; (gh) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, Lender and Borrower, ; it being understood that neither Agent nor any Lender shall be is not required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by law or elsewhere herein; in this Guaranty; (hi) the initiation of enforcement actions against any other Guarantor or the collection of a portion of the Guaranteed Debt from any other Guarantor; (j) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra virex, or any part thereof, is ULTRA XXXXX, or the xxe officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ik) any payment of the Obligation Obligations to Agent or Lenders Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's[s'] obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify [any] Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give [any] Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to [any] Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Each Guarantor hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations, except for any final release resulting from payment in full of such Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower Borrowers or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection Exhibit E Page 3 Form of Subsidiary Guaranty with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their xxxxr fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Obligations to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense available to, or if there is more than one person a legal or entity signing this Guaranty equitable discharge of, Borrowers or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed DebtGuarantor.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against any Borrower or any new agreement between Administrative Agent, any Lender, and any Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; , except for any final release resulting from payment in full of such Obligation; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable DIGEX A&R GUARANTY GUARANTY 3 29 for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra virex, or any part thereof, is ULTRA XXXXX, or the xxe officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its The Guarantor’s obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected impaired by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; Obligations; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at any time existing in connection with any or all of collateral securing the Guaranteed Debt; Obligations; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations (other than as the result of payment on the Obligations); (d) the modification of, or waiver of compliance with, any terms of any other Credit Document; (e) any present or future insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate corporate, partnership or limited liability company power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of Obligations; (f) any or all increase of the Guaranteed Debt, whether now existing or hereafter occurring; (e) Obligations and any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Obligations or any adjustment, indulgence, forbearance, forbearance or compromise com­promise that may be granted or given by Agent or any Lender Finance Party to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure or refusal of Agent or any Lender Finance Party to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Obligations; (gh) any failure of Agent or any Lender Finance Party to notify the Guarantor of any renewal, extension, extension or assignment of any or all part of the Guaranteed DebtObligations, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender Finance Party against Borrower the Borrower, or any new agreement between Agent, any Lender, among the Finance Parties and the Borrower, it being understood that neither Agent nor any Lender shall be no Finance Party is required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with any part of the Guaranteed DebtObligations, other than any notice specifically required to be given to the Guarantor by applicable Legal Requirements or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or the Obligations against any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds other obligor because they exceed the amount permitted by Lawapplicable Legal Requirements, the act of creating the Guaranteed DebtObligations is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same the Obligations exceeded their authority or violated their fiduciary duties in connection therewith; with the Obligations, or otherwise; or (ij) any payment of any part of the Obligation Obligations to Agent or Lenders any Finance Party is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender Finance Party is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Each Guarantor’s obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other Guarantor or other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, other Guarantor or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; any Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Agent or any Lender to notify any Guarantor or any other Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against any Borrower or any new agreement between Agent, any Lender, and any Borrower, ; it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to any Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Lawlaw, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation any Guaranteed Debt to Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The obligation and liability of the Guarantor hereby agrees that its obligations under the terms of this Guaranty hereunder shall be absolute and unconditional and shall not be released, diminished, impaired, reduced discharged or in any way affected by the occurrence of any one or more of the following eventsby: (a) Agent's any release, renewal, extension, indulgence, discharge, loss or Lenders' taking alteration in or accepting of dealing with any other security Note Purchase Document whatsoever, whether granted under the Purchase Agreement or guaranty for otherwise, or anything done, suffered or permitted by the Collateral Agent or the Noteholders in relation to any or all of the Guaranteed DebtNote Purchase Document; (b) time being given to the Company, the Guarantor or any releaseother Person by the Collateral Agent or the Noteholders, surrenderor any increase, exchangedecrease or other alteration of the Obligations or any part thereof including, subordination without limitation, any supplement or loss amendment of any security at any time existing in connection with any Note Purchase Document or all of the Guaranteed Debtother agreement; (c) the merging of any full Note Purchase Document or partial release any of the liability Obligations in, or any alteration thereof by virtue of, any supplement, amendment or restatement to any Note Purchase Document, the Security or other agreement or any failure to register or any omission or defect in any registration in respect of any other obligor on the ObligationSecurity; (d) any compromise, arrangement or plan of reorganization affecting the insolvencyCompany, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersigned, Guarantor or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurringother Person; (e) any renewalchange in the Company's or the Guarantor's business or any part thereof or in the name, extension capital structure, constating documents, ownership, objects, by-laws or rearrangement resolutions of the payment of any Company or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglectamalgamation, delaywinding up, omissiondissolution, failure continuation, consolidation or refusal reorganization of Agent the Company or the Guarantor, or the occurrence of any Lender to take or prosecute any action for the collection of transaction whereby all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all undertaking, property and assets of the Guaranteed DebtCompany, the Guarantor or any other Person becomes the property of any other Person; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security other guarantor or of any other action taken Person liable directly or refrained from being taken by Agent as surety or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with otherwise for the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere hereinObligations; (h) any omission or refraining from proving the unenforceability of all claim or any part of the Guaranteed Debt against Borrower by reason claim of the fact that Noteholders in any bankruptcy, winding up, compromise or other proceedings relating to the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, Company or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewithother Person; (i) any payment of other act or proceeding relating to the Obligation to Agent Obligations, any Note Purchase Document, this Agreement or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent guarantee or security collateral to any Lender is required to refund such payment thereof or make payment to someone else (and in each such instance this Guaranty shall hereof or the security created by any thereof, whereby the Guarantor might otherwise be reinstated in an amount equal to such payment), released or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; orexonerated; (j) any discharge, releaselack of validity or enforceability for any reason of, or any defect in or omission from, any Note Purchase Document or the liens created by any thereof; (k) any amendment in the manner, time or place of payment or calculation of any of the Obligations, or any other forgiveness amendment or waiver of Borrower's personal liability or consent to departure from the terms of any of the Obligations or any Note Purchase Document; (l) any right or power of the Company, the Guarantor or any other Person to assert any claim or defence as to the invalidity or unenforceability of the Obligations or any part thereof; (m) the fact that the Company ceases for any reason whatsoever, as a matter of law, to be liable to the Noteholders in respect of the Obligations (otherwise than by reason of the payment in full of all the Obligations to the Collateral Agent) or the fact that a court determines that the liability of the Guaranteed DebtCompany to the Noteholders in respect of the Obligations has been satisfied or is deemed to have been satisfied (except in circumstances where payment in full of all of the Obligations has been received by the Collateral Agent); or (n) any other circumstance which might otherwise constitute a defence available to, or discharge of, the Guarantor under this Agreement or to or of the Company, in respect of the Obligations or any Note Purchase Document.

No Release. Guarantor hereby agrees that its Guarantor’s obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; any Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Lawlaw, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation any Guaranteed Debt to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law Laws or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its No Guarantor’s obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any F-3 Form of Guaranty collateral or other security or guaranty for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any collateral or other security at for any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the amendment or modification of, or waiver of compliance with, any terms of any Loan Document, Swap Contract or other document or instrument executed and delivered in connection with any Guaranteed Debt; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender Benefitted Party to Borrower, Guarantor, or any other obligor on the Obligation; Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender Benefitted Party to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt or to foreclose, take, or prosecute any action in connection with any Loan Document, Swap Contract or other document or instrument executed and delivered in connection with any Guaranteed Debt; ; (gh) any failure of Agent or any Lender Benefitted Party to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any collateral or other security for any Guaranteed Debt or of any other action taken or refrained from being taken by Agent any Benefitted Party against Borrower or any Lender against Borrower other obligor on any Guaranteed Debt or any new agreement between Agent, any Lender, Benefitted Party and BorrowerBorrower or any other obligor on any Guaranteed Debt, it being understood that neither Agent nor any Lender no Benefitted Party shall be required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to such Guarantor by Law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the any other obligor or any collateral or other security for any Guaranteed Debt because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation any Guaranteed Debt to Agent or Lenders any Benefitted Party is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender Benefitted Party is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense against, or if there is more than one person a legal or entity signing equitable discharge of, any Guarantor’s liability under this Guaranty or otherwise guaranteeing payment of the Guaranteed DebtGuaranty, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the except payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantors' obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; any Guaranteed Debt, except for any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; any Guaranteed Debt; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against any Borrower or any new agreement between Agent, any Lender, and any Borrower, ; it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to any Guarantor by law or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Lawlaw, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their xxxxx fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation any Guaranteed Debt to Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its No Guarantor's obligations under the terms of this Guaranty shall not guaranty may be ---------- released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to any Guarantor elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any party because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its No Guarantor's obligations under the terms of this Guaranty shall not guaranty may be ---------- released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise com- promise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to any Guarantor elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any party because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its No Guarantor's obligations under the terms of this Guaranty shall not guaranty may be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor Guarantors by Law or elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall guaranty may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligation except upon payment and performance of the Guaranteed Debt in full and termination of all commitments to extend credit under the Credit Agreement; (d) the modification of, or waiver of compliance with, any terms of any other Credit Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise com promise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against any Co-Borrower or any new agreement between Administrative Agent, any Lender, and any Co-Borrower, it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this guaranty or the Credit Agreement; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any party because it exceeds the amount permitted by Lawany Governmental Requirement, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Administrative Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The liability of the Guarantor hereby agrees that its obligations under the terms of this Guaranty hereunder shall not be released, diminisheddischarged, impaired, reduced limited or in any way affected by the occurrence of any one anything done, suffered or more of the following events: (a) Agent's or Lenders' taking or accepting of any other security or guaranty for any or all of permitted by the Guaranteed Debt; (b) Parties or any release, surrender, exchange, subordination or loss of any security at any time existing them in connection with any duties or all liabilities of the Borrower to the Guaranteed DebtParties or any of them or any security therefor including any loss of or in respect of any security received by the Guaranteed Parties or any of them from the Borrower or others. Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, without obtaining the consent of or giving notice to the Guarantor, the Guaranteed Parties may discontinue, reduce, increase or otherwise vary the credit of the Borrower in any manner whatsoever and may: a) grant time, renewals, extensions, indulgences, releases and discharges to the Borrower; (b) take or abstain from taking or enforcing collateral security from the Borrower or from perfecting collateral security of the Borrower; c) any full or partial release of accept compromises from the liability of any other obligor on the ObligationBorrower; (d) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersigned, or any party apply all money received at any time liable for from the payment of Borrower or from any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any collateral security upon such part of the Guaranteed Debt Obligations as the Agent may see fit or change any such application in whole or in part from time to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of time as the Agent may see fit; for greater certainty, the Guaranteed Debt; (g) Parties may, at any failure time after the occurrence of Agent or any Lender a Default and during the continuance thereof, to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount fullest extent permitted by Law, the act of creating set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Guaranteed Debt, Parties or any part thereof, is ULTRA XXXXX, of them to or for the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment credit of the Obligation Guarantor against any and all of the liabilities of the Borrower, whether or not the Guaranteed Parties shall have made any demand under this Guarantee. The Lenders shall promptly notify the Agent and the Guarantor after any such set-off and application, provided that the failure to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund give such payment or make payment to someone else (notice shall not affect the validity of such set-off and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment application. The rights of the Guaranteed DebtParties under this paragraph are in addition to other rights and remedies (including without limitation, other rights of set-off) which the Guaranteed Parties may have; and e) otherwise deal with the Borrower and all other Persons and all security for the Obligations as the Guaranteed Parties may see fit; for greater certainty, the release Guaranteed Parties may dispose of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for all collateral held to secure the payment of Obligations at the Guaranteed Debttime and in the manner they deem appropriate.

No Release. Guarantor hereby agrees that its obligations Neither the Security Interest, Debtor's obligations, ---------- nor Secured Party's or any Lenders' Rights under the terms of this Guaranty shall not be agreement are released, diminished, impaired, reduced or adversely affected by the occurrence of any one or more of the following events: : (ai) Agent's or Lenders' The taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; Secured Obligation; (bii) any release, surrender, exchange, subordination subordination, or loss of any security or assurance at any time existing in connection with any Secured Obligation; (iii) the modification of, amendment to, or all waiver of the Guaranteed Debt; (c) compliance with any full or partial release of the liability terms of any other obligor on Loan Document without the Obligation; consent of Debtor except as required in that Loan Document; (div) the any present or future insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or trust power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed DebtSecured Obligation; (v) except as specifically required by any other Loan Document, whether now existing or hereafter occurring; (e) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, Secured Obligation (either with or without notice to or consent of Guarantor, Debtor) or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent Secured Party or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Debtor; (fvi) any neglect, delay, omission, failure failure, or refusal of Agent Secured Party or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any agreement, document, guaranty, or instrument evidencing, securing, or agreement evidencing or securing assuring the payment of any or all of the Guaranteed Debt; Secured Obligation; (gvii) any failure of Agent Secured Party or any Lender to notify Guarantor Debtor of any renewal, extension, or assignment of any or all of the Guaranteed DebtSecured Obligation, or the release of any security under any other document or instrument, or of any other action taken or refrained from being taken by Agent Secured Party or any Lender against Borrower Debtor, or any new agreement between AgentSecured Party, any Lender, and BorrowerDebtor, it being understood that that, except as expressly required by the Credit Agreement, neither Agent Secured Party nor any Lender shall be is required to give Guarantor Debtor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed DebtSecured Obligation, other than including, without limitation, notice of acceptance of this agreement or any notice required Collateral ever delivered to be given to Guarantor elsewhere herein; or for the account of Secured Party under this agreement; (hviii) the illegality, invalidity, or unenforceability of all or any part of the Guaranteed Debt Secured Obligation against Borrower any third party obligated with respect to it by reason of the fact that the Guaranteed Debt Secured Obligation, or the interest paid or payable with respect to any of it, exceeds the amount permitted by Lawapplicable Governmental Requirements, the act of creating the Guaranteed Debt, or any part thereof, of it is ULTRA XXXXXultra xxxxx, or the officers officers, partners, or trustees creating same exceeded any of it acted in excess of their authority authority, or violated their fiduciary duties in connection therewith; for any other reason; or (iix) if any payment of the by any party obligated with respect to any Secured Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law applicable Laws or if for any other reason Agent Secured Party or any Lender is required to refund such any payment on any Secured Obligation or make payment pay the amount of it to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debtelse.

No Release. The Guarantor hereby agrees guarantees that its obligations under the Guaranteed Obligations will be performed and the Guaranteed Money will be paid in accordance with the terms of this Guaranty shall not Agreement. The obligations of the Guarantor under this Agreement will in no way be released, diminishedaffected or impaired by reason, impairedand Guarantor waives its right to prior or other notice, reduced or affected by of the occurrence happening from time to time of any one or more of the following eventsfollowing: (a) Agent's any lack of or Lenders' taking limitation on the status or accepting power of any other security of Contributor or guaranty for any or all of the Guaranteed DebtGuarantor; (b) the modification or amendment in any release, surrender, exchange, subordination manner (whether or loss not material) of this Agreement or any security at any time existing in connection with any or all of the Guaranteed DebtObligations; (c) the granting of time, forbearance, waiver, indulgence or other concession by Company to Contributor or the Guarantor including any full extension (whether or partial release not material) of the liability time for performance of all or any other obligor on portion of the ObligationGuaranteed Obligations; (d) the insolvencyany delay, becoming subject to any Debtor Relief Lawforbearance, or lack of corporate diligence or failure by Company or any other person or entity to enforce, assert or exercise any right, privilege, power of Borrower, or remedy conferred on Company or any of the undersignedother person or entity under this Agreement or at law, or any party at any time liable for action on the payment part of Company or such other person granting indulgence or extension of any or all of the Guaranteed Debt, whether now existing or hereafter occurringkind; (e) any renewallaches, extension acquiescence or rearrangement of the payment of any other act, neglect, default, omission or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given mistake by Agent or any Lender to Borrower, Guarantor, or any other obligor on the ObligationContributor; (f) any neglecta variation, delaynovation, omission, failure renewal or refusal assignment of Agent or any Lender to take or prosecute any action for this Agreement by Company in accordance with the collection terms of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debtthis Agreement; (g) any failure of Agent or by Company to disclose to any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, person (including Contributor or the release of Guarantor) any security fact, circumstance or of event relating to this Agreement at any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere hereintime; (h) the unenforceability of all default, insolvency, liquidation, external administration or any part other financial difficulty of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, Contributor or the officers creating same exceeded their authority Guarantor or violated their fiduciary duties in connection therewitha person becoming a trustee or receiver of Contributor’s or the Guarantor’s property or Contributor or Guarantor having communications with its creditors with a view to entering into any form of compromise, arrangement or moratorium of any debts whether formal or informal; (i) any payment a change of status, composition, structure or name of Contributor or the Obligation to Agent Guarantor, including by reason of bankruptcy, liquidation, insolvency, amalgamation, merger, dissolution, consolidation or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; orreorganization; (j) the rescission, repudiation or other termination of any discharge, releaseagreement between Company and Contributor relating to this Agreement, or the acceptance of any rescission, repudiation or termination by Company; (k) a disposal or novation of Company’s rights in relation to this Agreement; (l) the failure by any person to execute and deliver this Agreement or any other forgiveness proposed agreement between Company and Contributor; (m) the fact that this Agreement (or any other document or instrument relating to this Agreement) is wholly or partially void, voidable or unenforceable or Company being otherwise estopped from requiring Contributor to comply with Contributor’s obligations under this Agreement or any other agreement between Company and Contributor; (n) the exercise or purported exercise by Company of Borrower's personal liability for its rights under this Agreement; and (o) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the payment Guarantor, in respect of the Guaranteed DebtObligations, this Agreement or any documents relating to this Agreement (other than performance or any such circumstances which would provide a right, counterclaim or defense to Contributor as contemplated by Section 8.3(b)).

No Release. Guarantor hereby agrees that its Each Guarantor's covenants, agreements and obligations under the terms of this Guaranty Article XI shall not in no way be released, diminished, impairedreduced, reduced impaired or otherwise affected by reason of the occurrence happening from time to time of any one or more of the following events:things, for any reason, whether by voluntary act, operation of law or order of any competent Governmental Authority and whether or not such Guarantor is given any notice or is asked for or gives any further consent (all requirements for which, however arising, each Guarantor hereby WAIVES): (a) Agent's voluntary or Lenders' taking or accepting involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, change in corporate or organizational status, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt or other security similar proceedings of or guaranty for affecting any Obligor or all any other Guarantor or any of the Guaranteed Debt;assets of any Obligor or any other Guarantor, even if any of the Obligations is thereby rendered void, unenforceable or uncollectible. (b) any release, surrender, exchange, subordination occurrence or loss discovery of any security at lack of genuineness, irregularity, invalidity or unenforceability of any time existing in connection with any or all of the Guaranteed Debt;Obligations or Credit Documents or any defect or deficiency in any of the Obligations or Credit Documents. (c) failure by any full Bank, the Agent or partial release of the liability any other Person to notify--or timely notify--any Guarantor of any other obligor on the Obligation; default, event of default or similar event (dhowever denominated) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, under any of the undersignedCredit Documents, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being not taken by any Bank or the Agent against any Obligor, any other Guarantor or any Lender against Borrower other Person, or any new agreement between Agent, any Lender, and Borrower, it being understood that neither other event or circumstance. Neither the Agent nor any Lender Bank shall be required have any duty or obligation to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debtthis Guaranty. 114 (d) occurrence of any event or circumstance which might otherwise constitute a defense available to, or a discharge of, any Obligor or any other Guarantor (other than a defense of full payment and performance), including failure of consideration, fraud by or affecting any notice required Person, usury, forgery, breach of warranty, failure to be given to Guarantor elsewhere herein;satisfy any requirement of the statute of frauds, running of any statute of limitation, accord and satisfaction and any defense based on election of remedies of any type. (he) receipt and/or application of any proceeds, credits or recoveries from any source, including any proceeds, credits, or amounts realized from exercise of any rights, remedies, powers or privileges of any Bank or the unenforceability Agent under the Credit Documents, by law or otherwise available to any Bank or the Agent (other than an application which results in full payment and performance of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such paymentObligations), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its The Guarantor’s obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected impaired by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; Obligations; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at any time existing in connection with any or all of collateral securing the Guaranteed Debt; Obligations; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations (other than as the result of payment on the Obligations); (d) the modification of, or waiver of compliance with, any terms of any other Credit Document; (e) any present or future insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate corporate, partnership or limited liability company power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of Obligations; (f) any or all increase of the Guaranteed Debt, whether now existing or hereafter occurring; (e) Obligations and any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Obligations or any adjustment, indulgence, forbearance, forbearance or compromise that may be granted or given by Agent or any Lender Finance Party to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure or refusal of Agent or any Lender Finance Party to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Obligations; (gh) any failure of Agent or any Lender Finance Party to notify the Guarantor of any renewal, extension, extension or assignment of any or all part of the Guaranteed DebtObligations, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender Finance Party against Borrower the Borrower, or any new agreement between Agent, any Lender, among the Finance Parties and the Borrower, it being understood that neither Agent nor any Lender shall be no Finance Party is required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with any part of the Guaranteed DebtObligations, other than any notice specifically required to be given to the Guarantor by applicable Legal Requirements or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or the Obligations against any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds other obligor because they exceed the amount permitted by Lawapplicable Legal Requirements, the act of creating the Guaranteed DebtObligations is ultra vxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same the Obligations exceeded their authority or violated their fiduciary duties in connection therewith; with the Obligations, or otherwise; or (ij) any payment of any part of the Obligation Obligations to Agent or Lenders any Finance Party is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender Finance Party is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its The Guarantor’s obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced or affected impaired by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; Obligations; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at any time existing in connection with any or all of collateral securing the Guaranteed Debt; Obligations; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations (other than as the result of payment on the Obligations); (d) the modification of, or waiver of compliance with, any terms of any the Loan Agreement, this Guaranty or any other agreement, instrument or document governing the transactions contemplated thereby (collectively, the “Loan Documents”); (e) any present or future insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate corporate, partnership or limited liability company power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of Obligations; (f) any or all increase of the Guaranteed Debt, whether now existing or hereafter occurring; (e) Obligations and any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Obligations or any adjustment, indulgence, forbearance, forbearance or compromise that may be granted or given by Agent or any the Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure or refusal of Agent or any the Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Obligations; (gh) any failure of Agent or any the Lender to notify the Guarantor of any renewal, extension, extension or assignment of any or all part of the Guaranteed DebtObligations, or the release of any security or of any other action taken or refrained from being taken by Agent or any the Lender against Borrower the Borrower, or any new agreement between Agent, any Lender, the Lender and the Borrower, it being understood that neither Agent nor any the Lender shall be is not required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with any part of the Guaranteed DebtObligations, other than any notice specifically required to be given to the Guarantor by applicable statutes, laws, treaties, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments, opinions and interpretations of any Governmental Authority (“Legal Requirements”) or elsewhere herein; in this Guaranty; (hi) the unenforceability of all or the Obligations against any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds other obligor because they exceed the amount permitted by Lawapplicable Legal Requirements, the act of creating the Guaranteed DebtObligations is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same the Obligations exceeded their authority or violated their fiduciary duties in connection therewith; with the Obligations, or otherwise; or (ij) any payment of any part of the Obligation Obligations to Agent or Lenders the Lender is held to constitute a preference under any Debtor Relief Bankruptcy Law or if for any other reason Agent or any the Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its Each Guarantor's covenants, agreements and obligations under the terms of this Guaranty Article X shall not in no way be released, diminished, impairedreduced, reduced impaired or otherwise affected by reason of the occurrence happening from time to time of any one or more of the following events:things, for any reason, whether by voluntary act, operation of law or order of any competent Governmental Authority and whether or not such Guarantor is given any notice or is asked for or gives any further consent (all requirements for which, however arising, each Guarantor hereby WAIVES): (a) Agent's voluntary or Lenders' taking or accepting involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, change in corporate or organizational status, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt or other security similar proceedings of or guaranty for affecting any Borrower or all any other Guarantor or any of the Guaranteed Debt;assets of any Borrower or any other Guarantor, even if any of the Obligations is thereby rendered void, unenforceable or uncollectible. (b) any release, surrender, exchange, subordination occurrence or loss discovery of any security at lack of genuineness, irregularity, invalidity or unenforceability of any time existing in connection with any or all of the Guaranteed Debt;Obligations or Credit Documents or any defect or deficiency in any of the Obligations or Credit Documents. (c) failure by any full Bank, the Agent or partial release of the liability any other Person to notify--or timely notify--any Guarantor of any other obligor on the Obligation; default, event of default or similar event (dhowever denominated) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, under any of the undersignedCredit Documents, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; (g) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being not taken by any Bank or the Agent against any Borrower, any other Guarantor or any Lender against Borrower other Person, or any new agreement between Agent, any Lender, and Borrower, it being understood that neither other event or circumstance. Neither the Agent nor any Lender Bank shall be required have any duty or obligation to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debtthis Guaranty. (d) occurrence of any event or circumstance which might otherwise constitute a defense available to, or a discharge of, any Borrower or any other Guarantor (other than a defense of full payment and performance), including failure of consideration, fraud by or affecting any notice required Person, usury, forgery, breach of warranty, failure to be given to Guarantor elsewhere herein;satisfy any requirement of the statute of frauds, running of any statute of limitation, accord and satisfaction and any defense based on election of remedies of any type. (he) receipt and/or application of any proceeds, credits or recoveries from any source, including any proceeds, credits, or amounts realized from exercise of any rights, remedies, powers or privileges of any Bank or the unenforceability Agent under the Credit Documents, by law or otherwise available to any Bank or the Agent (other than an application which results in full payment and performance of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such paymentObligations), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its None of the obligations or liabilities of Mortgagor under this Mortgage or any of the terms of this Guaranty other Loan Documents or in connection with the Indebtedness or the Mortgaged Property shall not be released, diminisheddischarged, impairedmodified or otherwise affected (except to the extent expressly provided in this Mortgage, reduced or affected by the occurrence of any one or more of the following events: other Loan Documents or any written agreement executed by Mortgagee) by reason of: (a) Agent's any damage to, destruction of or Lenders' condemnation or other taking affecting all or accepting of any other security or guaranty for any or all part of the Guaranteed Debt; Mortgaged Property; (b) any release, surrender, exchange, subordination restriction or loss prevention of any security at any time existing in connection or interference with any or all of the Guaranteed Debt; (c) any full or partial release of the liability of any other obligor on the Obligation; (d) the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; (e) any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection use of all or any part of the Guaranteed Debt Mortgaged Property; (c) any title defect, lien or other encumbrance on all or any part of the Mortgaged Property or any eviction from all or any part of the Mortgaged Property by paramount title or otherwise; (d) any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution, insolvency or similar case or proceeding relating to foreclose Mortgagor, or take or prosecute any action taken with respect to this Mortgage, any of the other Loan Documents, the Indebtedness or the Mortgaged Property by any trustee, receiver or court in connection with any instrument such case or agreement evidencing proceeding; (e) any claim which Mortgagor has or securing may have against Mortgagee; (f) any default or all failure by Mortgagee to perform or comply with any of the Guaranteed Debt; terms of this Mortgage, any of the other Loan Documents or any other agreement with Mortgagor; (g) any failure consent by Mortgagee to the granting of Agent any easement on all or any Lender part of the Mortgaged Property or to notify Guarantor the filing of any renewalmap, extension, plat or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability replat of all or any part of the Guaranteed Debt against Borrower Mortgaged Property; (h) any failure by reason Mortgagee to comply with any request of Mortgagor to foreclose this Mortgage or otherwise enforce any of Mortgagee's rights, powers or remedies under this Mortgage or any of the fact that the Guaranteed Debt exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; other Loan Documents; (i) any payment release of all or any part of the Obligation to Agent Mortgaged Property or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent collateral for the Indebtedness from the lien of this Mortgage or from the effect of any of the other Loan Documents or any Lender is required to refund such payment acceptance of other or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), additional security for all or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment any part of the Guaranteed Debt, the release of any one or more of them hereunderIndebtedness; or (j) any discharge, release, release of any person from any liability for or in connection with all or any part of the Indebtedness; (k) any waiver or other forgiveness of Borrower's personal liability for the payment failure by Mortgagee to exercise any right, power or remedy under this Mortgage or any of the Guaranteed Debtother Loan Documents; or (l) any other occurrence whatsoever, whether similar or dissimilar to any of the foregoing occurrences, whether or not Mortgagor shall have notice or knowledge of any of the foregoing occurrences. None of the foregoing occurrences shall preclude Mortgagee from exercising any right, power or remedy available after the occurrence of any then existing or subsequent Event of Default, nor shall the lien of this Mortgage be altered by any such occurrence (except to the extent expressly provided in any instrument executed by Mortgagee).

No Release. Guarantor hereby agrees that its No Guarantor's obligations under the terms of this Guaranty shall not guaranty may be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than OTHER THAN any notice required to be given to Guarantor Guarantors by Law or elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, it is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation Obligations to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The liability of the Guarantor hereby agrees that its obligations under the terms of this Guaranty hereunder shall not be released, diminisheddischarged, impaired, reduced limited or in any way affected by the occurrence of any one anything done, suffered or more of the following events: (a) Agent's or Lenders' taking or accepting of any other security or guaranty for any or all of permitted by the Guaranteed Debt; (b) Parties or any release, surrender, exchange, subordination or loss of any security at any time existing them in connection with any duties or all liabilities of the Guaranteed Debt; (c) Borrower or any full or partial release of the liability Debtors to the Guaranteed Parties or any of them or any security therefor including any loss of or in respect of any other obligor on security received by the Obligation; (d) Guaranteed Parties or any of them from the insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower, any of the undersignedDebtors or others. Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, without obtaining the consent of or giving notice to the Guarantor, the Guaranteed Parties may: a) grant time, renewals, extensions, indulgences, releases and discharges to the Borrower or any party of the Debtors; b) take or abstain from taking or enforcing collateral security from the Borrower or any of the Debtors or from perfecting collateral security of the Borrower or any of the Debtors; c) accept compromises from the Borrower or any of the Debtors; d) apply all money received at any time liable for from the payment of Borrower or any or all of the Guaranteed Debt, whether now existing Debtors or hereafter occurring; (e) from any renewal, extension or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; (f) any neglect, delay, omission, failure or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any collateral security upon such part of the Guaranteed Debt Obligations as the Agent may see fit or change any such application in whole or in part from time to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of time as the Agent may see fit; for greater certainty, the Guaranteed Debt; (g) Parties may, at any failure time after the occurrence of Agent or any Lender a Default and during the continuance thereof, to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; (h) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt exceeds the amount fullest extent permitted by Law, the act of creating set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Guaranteed Debt, Parties or any part thereof, is ULTRA XXXXX, of them to or for the officers creating same exceeded their authority or violated their fiduciary duties in connection therewith; (i) any payment credit of the Obligation Guarantor against any and all of the liabilities of the Debtors, whether or not the Guaranteed Parties shall have made any demand under this Guarantee. The Lenders shall promptly notify the Agent and the Guarantor after any such set-off and application, provided that the failure to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund give such payment or make payment to someone else (notice shall not affect the validity of such set-off and in each such instance this Guaranty shall be reinstated in an amount equal to such payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment application. The rights of the Guaranteed DebtParties under this paragraph are in addition to other rights and remedies (including without limitation, other rights of set-off) which the Guaranteed Parties may have; and e) otherwise deal with the Borrower and the Debtors and all other Persons and all security for the Obligations as the Guaranteed Parties may see fit; for greater certainty, the release Guaranteed Parties may dispose of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for all collateral held to secure the payment of Obligations at the Guaranteed Debttime and in the manner they deem appropriate.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall guaranty may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any party because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Guarantor hereby agrees that its No Guarantor's obligations under the terms of this Guaranty shall not guaranty may be ---------- released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the US Obligation or the UK Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the US Obligation or the UK Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Administrative Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against any Borrower or any new agreement between Administrative Agent, any Lender, and any Borrower, it being understood that neither Administrative Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor Guarantors by Law or elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the US Obligation or the UK Obligation to Administrative Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. Each Guarantor hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at Collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations, except for any final release resulting from payment in full of such Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their xxxxr fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Obligations to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment); or (k) any other circumstance which might otherwise constitute a defense available to, or if there is more than one person a legal or entity signing this Guaranty equitable discharge of, Borrower or otherwise guaranteeing payment any Guarantor. Exhibit E Page 3 Form of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.Guaranty

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall guaranty may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; ; (gh) any failure of Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Agent or any Lender against Borrower or any new agreement between Agent, any Lender, and Borrower, it being understood that neither Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than OTHER THAN any notice required to be given to Guarantor by Law or elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debt, or any part thereof, it is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the Obligation to Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall guaranty will be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.

No Release. The Guarantor hereby waives any defense of a surety or guarantor or any other obligor arising in connection with or in respect of any of the following and hereby agrees that its obligations under the terms of this Guaranty shall may not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' any taking or accepting of any additional guaranty or any other security or guaranty assurance for any or all of the Guaranteed Debt; ; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; ; (c) any full or partial release of the liability of any other obligor on the Obligation; Obligations, except for any final release resulting from payment in full of such Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; occurring in the future; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the Obligation; Obligations; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of in connection with the Guaranteed Debt or to foreclose or take foreclose, take, or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Loan Document; (gh) any failure of Administrative Agent or any Lender to notify the Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any new agreement between Administrative Agent, any Lender, and Borrower, ; it being understood that neither Administrative Agent nor any Lender shall be is required to give the Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed Debt, other than any notice required to be given to Guarantor elsewhere herein; in this Guaranty; (hi) the invalidity or unenforceability of all or any part of the Guaranteed Debt against Borrower by reason of the fact that the Guaranteed Debt any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating the Guaranteed Debtit is ultra xxxxx, or any part thereof, is ULTRA XXXXX, or the officers creating same it exceeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; (ij) any payment of the Obligation Obligations to Administrative Agent or Lenders any Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty shall will be reinstated in an amount equal to such that payment), ; or if there is more than one person (k) any law or entity signing this Guaranty regulation or otherwise guaranteeing payment other event affecting any term of the Guaranteed Debt, the release of any one ; or more of them hereunder; or (jl) any discharge, releaseother circumstance which might otherwise constitute a defense available to, or other forgiveness of Borrower's personal liability for a legal or equitable discharge of, Borrower or the payment of the Guaranteed DebtGuarantor.

No Release. Guarantor hereby agrees that its Guarantor's obligations under the terms of this Guaranty shall guaranty are not be released, diminished, impaired, reduced or affected impaired by the occurrence of any one or more of the following events: : (a) Agent's or Lenders' Any taking or accepting of any other security or guaranty assurance for any or all of the Guaranteed Debt; Obligation; (b) any release, surrender, exchange, subordination subordination, impairment, or loss of any security at collateral securing any time existing in connection with any or all of the Guaranteed Debt; Obligation; (c) any full or partial release of the liability of any other obligor on the Obligation; ; (d) the modification of, or waiver of compliance with, any terms of any other Credit Document; (e) any present or future insolvency, becoming subject to any Debtor Relief Lawbankruptcy, or lack of corporate or partnership power of Borrower, any of the undersigned, or any party other obligor at any time liable for the payment of any or all of the Guaranteed Debt, whether now existing or hereafter occurring; Obligation; (ef) any renewal, extension extension, or rearrangement of the payment of any or all of the Guaranteed Debt, either with or without notice to or consent of Guarantor, Obligation or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, Guarantor, or any other obligor on the any Guaranteed Obligation; ; (fg) any neglect, delay, omission, failure failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of all or any part of the Guaranteed Debt or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or all of the Guaranteed Debt; Obligation; (gh) any failure of Administrative Agent or any Lender to notify Guarantor of any renewal, extension, or assignment of any or all of the Guaranteed DebtObligation, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower Borrower, or any new agreement between Administrative Agent, any Lender, and Borrower, it being understood that neither Administrative Agent nor any Lender shall be is required to give Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the any Guaranteed DebtObligation, other than any notice specifically required to be given to Guarantor by applicable Legal Requirements or elsewhere herein; in this guaranty; (hi) the unenforceability of all or any part of the Guaranteed Debt Obligation against Borrower by reason of the fact that the Guaranteed Debt any other obligor because it exceeds the amount permitted by Lawapplicable Legal Requirements, the act of creating the Guaranteed Debtit is ultra vires, or any part thereof, is ULTRA XXXXX, or the officers creating same exceeded it xxxxeded their authority or violated their fiduciary duties in connection therewith; with it, or otherwise; or (ij) any payment of the any Guaranteed Obligation to Administrative Agent or Lenders is held to constitute a preference under any Debtor Relief Law or if for any other reason Administrative Agent or any Lender is required to refund such that payment or make payment to someone else (and in each such instance this Guaranty guaranty shall be reinstated in an amount equal to such that payment), or if there is more than one person or entity signing this Guaranty or otherwise guaranteeing payment of the Guaranteed Debt, the release of any one or more of them hereunder; or (j) any discharge, release, or other forgiveness of Borrower's personal liability for the payment of the Guaranteed Debt.