Common use of Non-Recourse Guaranty Clause in Contracts

Non-Recourse Guaranty. (a) Each Pledgor hereby guarantees to Pledgee, on a non-recourse basis, prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Settlement Obligations (the “Guaranty”), it being understood that Pledgee’s sole right to recover from such Pledgor in respect of the Settlement Obligations shall be limited to such Pledgor’s Collateral. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any amounts or any other obligations) of any Pledgor as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any Pledgor by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, except in each case with respect to such Pledgor’s Collateral. (b) Each Pledgor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of receivership or bankruptcy of any Moyes Party, protest or notice with respect to the Settlement Obligations and all demands whatsoever. Each Pledgor further waives notice of (i) acceptance of this Agreement, (ii) the existence or incurring from time to time of any Settlement Obligations guaranteed hereunder, (iii) the existence of any Event of Default, the making of demand, nonpayment, or the taking of any action by the Pledgee under Settlement Agreement, and (iv) all other notices to which it might be entitled. (c) Each Pledgor hereby agrees that this Agreement constitutes a guaranty of payment when due and not of collection, and waives any right to require that any resort be had by the Pledgee to seek payment or performance from (i) the Moyes Parties, (ii) any other Pledgor, (iii) any other collateral that may be held for the Settlement Obligations, (iv) any other guaranty of the Settlement Obligations, and (v) any exercise of any other remedy or right that Pledgee may have. (d) No Pledgor may terminate or revoke its Guaranty. Each Pledgor hereby waives any right it may have to terminate or revoke the continuing nature of its Guaranty or its application to any Settlement Obligations arising after any attempt to terminate its Guaranty.

Non-Recourse Guaranty. The Pledgor agrees as follows: (a) Each The Pledgor hereby guarantees to Pledgee, on a non-recourse basis, each Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of all Secured Obligations. The Pledgor hereby further agrees that if the Issuer shall fail to pay in full when due any of the Settlement Obligations (Secured Obligations, the “Guaranty”), it being understood that Pledgee’s sole Collateral Agent shall have the right to recover from such Pledgor foreclose and sell the Pledged Stock under the terms of this Agreement and that in respect the case of any extension of time of payment or renewal of any of the Settlement Obligations Secured Obligations, the same right shall exist when the Secured Obligation shall be limited to due in accordance with the terms of such Pledgor’s Collateral. No recourse under extension or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any amounts or any other obligations) of any Pledgor as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any Pledgor by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, except in each case with respect to such Pledgor’s Collateralrenewal. (b) Each The guarantee hereunder is a continuing guarantee, and shall apply to all Secured Obligations whenever arising. (c) The guarantee hereunder is without recourse to anything other than the Pledged Collateral and the Pledgor shall have no obligation to the Collateral Agent to pay any Secured Obligation other than the value upon liquidation of the Pledged Stock. (d) The obligations of Pledgor hereunder are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Indenture and the other Indenture Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Agreement that the obligations of the Pledgor hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Pledgor hereunder which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the Pledgor, the time for any performance of or compliance with any of the Secured Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of the Indenture or any of the other Indenture Documents or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) any of the Secured Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under the other Indenture Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Secured Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (iv) any lien or security interest granted to, or in favor of, the Collateral Agent or any other Secured Party as security for any of the Secured Obligations shall fail to be perfected. (e) The Pledgor hereby expressly waives diligence, presentment, demand for of payment, filing of claims with a court in the event of receivership or bankruptcy of any Moyes Party, protest or notice with respect to the Settlement Obligations and all demands notices whatsoever. Each Pledgor further waives notice of (i) acceptance of this Agreement, (ii) and any requirement that the existence Collateral Agent or incurring from time any other Secured Party exhaust any right, power or remedy or proceed against the Issuer under the Indenture or under the other Indenture Documents or any other agreement or instrument referred to time of any Settlement Obligations guaranteed hereunder, (iii) the existence of any Event of Default, the making of demand, nonpaymentherein or therein, or the taking of any action by the Pledgee under Settlement Agreement, and (iv) all other notices to which it might be entitled. (c) Each Pledgor hereby agrees that this Agreement constitutes a guaranty of payment when due and not of collection, and waives any right to require that any resort be had by the Pledgee to seek payment or performance from (i) the Moyes Parties, (ii) against any other PledgorPerson under other guarantee of, (iii) or security for, any other collateral that may be held for the Settlement Obligations, (iv) any other guaranty of the Settlement Secured Obligations, and (v) any exercise of any other remedy or right that Pledgee may have. (d) No Pledgor may terminate or revoke its Guaranty. Each Pledgor hereby waives any right it may have to terminate or revoke the continuing nature of its Guaranty or its application to any Settlement Obligations arising after any attempt to terminate its Guaranty.

Non-Recourse Guaranty. (a) Each Pledgor Subject to the limitation set forth in Section 2.1(f), each Guarantor hereby agrees that such Guarantor is jointly and severally liable for, and hereby absolutely, irrevocably and unconditionally guarantees to Pledgeethe Agent, on a non-recourse basisthe Funds and their respective permitted successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Guaranteed Obligations owed or hereafter owing to the Agent or the Funds by each of the Settlement Primary Obligors and each other Guarantor. Subject to the limitation set forth in Section 2.1(f), each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and not of collection, that, subject to Section 2.2 its obligations under this Section 2.1 shall not be discharged until payment in cash, in full, of the Guaranteed Obligations (the “Guaranty”)other than contingent obligations not due and owing) has occurred and this Non-Recourse Guaranty has been terminated, it being understood and that Pledgee’s sole right to recover from such Pledgor in respect of the Settlement Obligations its obligations under this Section 2.1 shall be limited to such Pledgor’s Collateral. No recourse under absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or with respect to any obligationfuture amendment of, covenant or agreement (includingchange in, without limitationthis Non-Recourse Guaranty, the payment of any amounts or Contribution Deferral Agreement, any other obligations) of any Pledgor as contained in this Agreement Fund Document or any other agreement, document or instrument to which an Obligor is or document entered into by it pursuant hereto may become a party; (ii) the absence of any action to enforce this Non-Recourse Guaranty (including this Section 2.1), the Contribution Deferral Agreement or in connection herewith shall be had against any Pledgor other Fund Document or the waiver or consent by the enforcement Funds and/or the Agent with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Guaranteed Obligations or any action, or the absence of any assessment action, by the Funds and/or the Agent in respect thereof (including the release of any such security); (iv) the insolvency of any Obligor; or (v) any other action or by any circumstances that might otherwise constitute a legal or equitable proceedingdischarge or defense of a surety or guarantor (other than payment or performance). Each Guarantor shall be regarded, by virtue of any statute or otherwiseand shall be in the same position, except in each case as principal debtor with respect to such Pledgor’s Collateralthe Guaranteed Obligations guaranteed hereunder. (b) Each Pledgor hereby To the extent permitted by applicable law, each Guarantor expressly waives diligence, presentment, demand for payment, filing of claims with a court all rights it may have now or in the event future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent or the Funds to marshal assets or to proceed in respect of receivership the Guaranteed Obligations guaranteed hereunder against any other Obligor, any other party or bankruptcy against any security for the payment and performance of any Moyes Partythe Guaranteed Obligations before proceeding against, protest or notice with respect as a condition to proceeding against, such Guarantor. It is agreed among each Guarantor, the Settlement Obligations Agent and all demands whatsoever. Each Pledgor further waives notice the Funds that the foregoing waivers are of (i) acceptance the essence of the transaction contemplated by this Non-Recourse Guaranty and the other Fund Documents and that, but for the provisions of this Agreement, (ii) the existence or incurring from time to time of any Settlement Obligations guaranteed hereunder, (iii) the existence of any Event of DefaultSection 2.1 and such waivers, the making of demand, nonpayment, Agent and the Funds would decline to enter into the Contribution Deferral Agreement or the taking of any action by the Pledgee under Settlement Agreement, and (iv) all other notices to which it might be entitledFund Document. (c) Each Pledgor hereby Guarantor agrees that the provisions of this Agreement constitutes a guaranty 2.1 are for the benefit of payment when due the Agent and not of collectionthe Funds and their respective permitted successors, transferees, endorsees and assigns, and waives any right to require that any resort be had by the Pledgee to seek payment or performance from (i) the Moyes Partiesnothing herein contained shall impair, (ii) as between any other PledgorGuarantor and the Agent or the Funds, (iii) the obligations of such other Guarantor under this Non-Recourse Guaranty or any other collateral that may be held for the Settlement Obligations, (iv) any other guaranty of the Settlement Obligations, and (v) any exercise of any other remedy or right that Pledgee may haveFund Documents. (d) No Pledgor may terminate Notwithstanding anything to the contrary in this Non- Recourse Guaranty or revoke its Guarantyin any other Fund Document, except as set forth in clause (g) of this Section 2.1, until payment in full of the Guaranteed Obligations (other than contingent obligations not due and owing), each Guarantor hereby agrees not to exercise any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and waives any and all defenses available to a surety, guarantor or accommodation co-obligor of the Guaranteed Obligations. Each Pledgor Guarantor acknowledges and agrees that this clause (d) is intended to benefit the Agent and the Funds and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Section 2.1, and that the Agent and the Funds and their respective permitted successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this clause (d) of this Section 2.1. (e) If, in the exercise of any of its rights and remedies, the Agent or the Funds would, absent appropriate waivers, forfeit any of their rights or remedies, including its right to enter a deficiency judgment against any Primary Obligor, any other Guarantor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by the Agent or the Funds and waives any claim or defense based upon such action, even if such action by the Agent or the Funds shall result in a full or partial loss of any rights of subrogation that each Guarantor might otherwise have had but for such action by the Agent or the Funds. Any election of remedies that results in the denial or impairment of the right it may have of the Agent or the Funds to terminate seek a deficiency judgment against any Guarantor or revoke any Primary Obligor shall not impair any other Guarantor’s obligation to pay the continuing nature full amount of the Guaranteed Obligations. (f) Notwithstanding anything in this Non-Recourse Guaranty to the contrary, subject to the Intercreditor Agreement, under this Non-Recourse Guaranty: (i) no recourse shall be had for the payment or performance of the Guaranteed Obligations against any Guarantor in its individual capacity or any of its Guaranty trustees, members, managers, officers or its application directors, other than in connection with the enforcement of Agent’s security interest in and lien upon the Collateral such Guarantor provided to secure the Guaranteed Obligations; (ii) Agent shall not have recourse for payment of the Guaranteed Obligations to any Settlement assets of any Guarantor other than the Collateral such Guarantor provided to secure the Guaranteed Obligations; and (iii) no Guarantor shall be liable, directly or indirectly, for the payment or performance of the Guaranteed Obligations, except to the extent of the Collateral owned by such Guarantor. (g) To the extent that any Guarantor shall make a payment under this Section 2.1 of all or any of the Guaranteed Obligations arising after (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any attempt other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to terminate its Guarantysuch Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations to the extent no claim giving rise 1. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing. The rights of the indemnifying Guarantors against other Obligors under this clause (g) of this Section 2.1 shall be exercisable only upon the full payment of the Guaranteed Obligations. (h) The liability of each Guarantor under this Section 2.1 is in addition to and shall be cumulative with all liabilities of each other Guarantor to the Funds and the Agent under this Non-Recourse Guaranty and the other Fund Documents to which such Guarantor is a party or in respect of any Guaranteed Obligations or obligation of the other Guarantor, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

Non-Recourse Guaranty. (a) Each Pledgor Subject to the limitation set forth in Section 2.1(f), each Guarantor hereby agrees that such Guarantor is jointly and severally liable for, and hereby absolutely, irrevocably and unconditionally guarantees to Pledgeethe Agent, on a non-recourse basisthe Funds and their respective permitted successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Guaranteed Obligations owed or hereafter owing to the Agent or the Funds by each of the Settlement Primary Obligors and each other Guarantor. Subject to the limitation set forth in Section 2.1(f), each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and not of collection, that, subject to Section 2.2 its obligations under this Section 2.1 shall not be discharged until payment in cash, in full, of the Guaranteed Obligations (the “Guaranty”)other than contingent obligations not due and owing) has occurred and this Non-Recourse Guaranty has been terminated, it being understood and that Pledgee’s sole right to recover from such Pledgor in respect of the Settlement Obligations its obligations under this Section 2.1 shall be limited to such Pledgor’s Collateral. No recourse under absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or with respect to any obligationfuture amendment of, covenant or agreement (includingchange in, without limitationthis Non-Recourse Guaranty, the payment of any amounts or Contribution Deferral Agreement, any other obligations) of any Pledgor as contained in this Agreement Fund Document or any other agreement, document or instrument to which an Obligor is or document entered into by it pursuant hereto may become a party; (ii) the absence of any action to enforce this Non-Recourse Guaranty (including this Section 2.1), the Contribution Deferral Agreement or in connection herewith shall be had against any Pledgor other Fund Document or the waiver or consent by the enforcement Funds and/or the Agent with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Guaranteed Obligations or any action, or the absence of any assessment action, by the Funds and/or the Agent in respect thereof (including the release of any such security); (iv) the insolvency of any Obligor; or (v) any other action or by any circumstances that might otherwise constitute a legal or equitable proceedingdischarge or defense of a surety or guarantor (other than payment or performance). Each Guarantor shall be regarded, by virtue of any statute or otherwiseand shall be in the same position, except in each case as principal debtor with respect to such Pledgor’s Collateralthe Guaranteed Obligations guaranteed hereunder. (b) Each Pledgor hereby To the extent permitted by applicable law, each Guarantor expressly waives diligence, presentment, demand for payment, filing of claims with a court all rights it may have now or in the event future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent or the Funds to marshal assets or to proceed in respect of receivership the Guaranteed Obligations guaranteed hereunder against any other Obligor, any other party or bankruptcy against any security for the payment and performance of any Moyes Partythe Guaranteed Obligations before proceeding against, protest or notice with respect as a condition to proceeding against, such Guarantor. It is agreed among each Guarantor, the Settlement Obligations Agent and all demands whatsoever. Each Pledgor further waives notice the Funds that the foregoing waivers are of (i) acceptance the essence of the transaction contemplated by this Non-Recourse Guaranty and the other Fund Documents and that, but for the provisions of this Agreement, (ii) the existence or incurring from time to time of any Settlement Obligations guaranteed hereunder, (iii) the existence of any Event of DefaultSection 2.1 and such waivers, the making of demand, nonpayment, Agent and the Funds would decline to enter into the Contribution Deferral Agreement or the taking of any action by the Pledgee under Settlement Agreement, and (iv) all other notices to which it might be entitledFund Document. (c) Each Pledgor hereby Guarantor agrees that the provisions of this Agreement constitutes a guaranty 2.1 are for the benefit of payment when due the Agent and not of collectionthe Funds and their respective permitted successors, transferees, endorsees and assigns, and waives any right to require that any resort be had by the Pledgee to seek payment or performance from (i) the Moyes Partiesnothing herein contained shall impair, (ii) as between any other PledgorGuarantor and the Agent or the Funds, (iii) the obligations of such other Guarantor under this Non-Recourse Guaranty or any other collateral that may be held for the Settlement Obligations, (iv) any other guaranty of the Settlement Obligations, and (v) any exercise of any other remedy or right that Pledgee may haveFund Documents. (d) No Pledgor may terminate Notwithstanding anything to the contrary in this Non-Recourse Guaranty or revoke its Guarantyin any other Fund Document, except as set forth in clause (g) of this Section 2.1, until payment in full of the Guaranteed Obligations (other than contingent obligations not due and owing), each Guarantor hereby agrees not to exercise any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and waives any and all defenses available to a surety, guarantor or accommodation co-obligor of the Guaranteed Obligations. Each Pledgor Guarantor acknowledges and agrees that this clause (d) is intended to benefit the Agent and the Funds and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Section 2.1, and that the Agent and the Funds and their respective permitted successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this clause (d) of this Section 2.1. (e) If, in the exercise of any of its rights and remedies, the Agent or the Funds would, absent appropriate waivers, forfeit any of their rights or remedies, including its right to enter a deficiency judgment against any Primary Obligor, any other Guarantor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by the Agent or the Funds and waives any claim or defense based upon such action, even if such action by the Agent or the Funds shall result in a full or partial loss of any rights of subrogation that each Guarantor might otherwise have had but for such action by the Agent or the Funds. Any election of remedies that results in the denial or impairment of the right it may have of the Agent or the Funds to terminate seek a deficiency judgment against any Guarantor or revoke any Primary Obligor shall not impair any other Guarantor’s obligation to pay the continuing nature full amount of the Guaranteed Obligations. (f) Notwithstanding anything in this Non-Recourse Guaranty to the contrary, subject to the Intercreditor Agreement, under this Non-Recourse Guaranty: (i) no recourse shall be had for the payment or performance of the Guaranteed Obligations against any Guarantor in its individual capacity or any of its Guaranty trustees, members, managers, officers or its application directors, other than in connection with the enforcement of Agent’s security interest in and lien upon the Collateral such Guarantor provided to secure the Guaranteed Obligations; (ii) Agent shall not have recourse for payment of the Guaranteed Obligations to any Settlement assets of any Guarantor other than the Collateral such Guarantor provided to secure the Guaranteed Obligations; and (iii) no Guarantor shall be liable, directly or indirectly, for the payment or performance of the Guaranteed Obligations, except to the extent of the Collateral owned by such Guarantor. (g) To the extent that any Guarantor shall make a payment under this Section 2.1 of all or any of the Guaranteed Obligations arising after (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any attempt other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to terminate its Guarantysuch Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations to the extent no claim giving rise 1. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing. The rights of the indemnifying Guarantors against other Obligors under this clause (g) of this Section 2.1 shall be exercisable only upon the full payment of the Guaranteed Obligations. (h) The liability of each Guarantor under this Section 2.1 is in addition to and shall be cumulative with all liabilities of each other Guarantor to the Funds and the Agent under this Non-Recourse Guaranty and the other Fund Documents to which such Guarantor is a party or in respect of any Guaranteed Obligations or obligation of the other Guarantor, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

Non-Recourse Guaranty. (a) Each Pledgor hereby guarantees to PledgeeThe Guarantor, on a non-recourse basis, prompt payment (whether at stated maturity, by acceleration or otherwise) the Collateral Agent and performance of the Settlement Obligations (Beneficiaries agree that the “Guaranty”), it being understood that Pledgee’s sole right to recover from such Pledgor in respect of the Settlement Obligations Guarantor shall not be limited to such Pledgor’s Collateral. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, personally liable for the payment of any amounts sums guaranteed hereunder. The rights of the Collateral Agent and the Beneficiaries to enforce this Guaranty shall be solely limited to the right to proceed against the security for this Guaranty pledged pursuant to the Stock Pledge Agreement of even date herewith, by and among the Guarantor, Linneu Albuquerque Mellx, xxe Company and the Collateral Agent, (the "HoldCo Stock Pledge Agreement") and the Collateral Agent and the Beneficiaries shall not have the right to proceed directly against the Guarantor for the satisfaction of the Obligations or for any other obligations) of deficiency remaining unpaid on such Obligations after the foreclosure upon any Pledgor as property securing this Guaranty. It is expressly understood and agreed, however, that nothing contained in this Section 2.8 shall (a) impair in any manner or in any way constitute or be deemed a release of the obligations evidenced by this Guaranty; (b) otherwise affect or impair the enforceability of the liens, assignments, rights and security interests created by the HoldCo Stock Pledge Agreement or any other agreement, instrument or document entered into by it pursuant hereto agreement evidencing, securing or in connection herewith shall be had against any Pledgor by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, except in each case with respect to such Pledgor’s Collateral. (b) Each Pledgor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of receivership or bankruptcy of any Moyes Party, protest or notice with respect relating to the Settlement Obligations and all demands whatsoever. Each Pledgor further waives notice of (i) acceptance of obligations evidenced by this Agreement, (ii) the existence Guaranty; or incurring from time to time of any Settlement Obligations guaranteed hereunder, (iii) the existence of any Event of Default, the making of demand, nonpayment, or the taking of any action by the Pledgee under Settlement Agreement, and (iv) all other notices to which it might be entitled. (c) Each Pledgor hereby agrees that this Agreement constitutes a guaranty of payment when due waive any rights which the Collateral Agent and not of collection, and waives any right to require that any resort be had by the Pledgee to seek payment or performance from (i) the Moyes Parties, (ii) any other Pledgor, (iii) any other collateral that may be held for the Settlement Obligations, (iv) any other guaranty of the Settlement Obligations, and (v) any exercise of any other remedy or right that Pledgee may have. (d) No Pledgor may terminate or revoke its Guaranty. Each Pledgor hereby waives any right it Beneficiaries may have to terminate proceed against the Guarantor for any tort, or revoke limit the continuing nature amount of any judgment which the Collateral Agent and the Beneficiaries may obtain by reason thereof. Further, nothing in this Section 2.8 shall preclude the Collateral Agent and the Beneficiaries from foreclosing the liens and security interests arising under the HoldCo Stock Pledge Agreement or from enforcing any of its Guaranty rights and remedies in law or its application to in equity against the Guarantor or any Settlement Obligations arising after any attempt to terminate its Guaranty.other person or entity except as expressly stated in this Section 2.8,

Non-Recourse Guaranty. (a) Each Pledgor Subject to the limitation set forth in Section 2.1(f), each Guarantor hereby agrees that such Guarantor is jointly and severally liable for, and hereby absolutely, irrevocably and unconditionally guarantees to Pledgeethe Agent, on a non-recourse basisthe Funds and their respective permitted successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Guaranteed Obligations owed or hereafter owing to the Agent or the Funds by each of the Settlement Primary Obligors and each other Guarantor. Subject to the limitation set forth in Section 2.1(f), each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and not of collection, that, subject to Section 2.2 its obligations under this Section 2.1 shall not be discharged until payment in cash, in full, of the Guaranteed Obligations (the “Guaranty”)other than contingent obligations not due and owing) has occurred and this Non-Recourse Guaranty has been terminated, it being understood and that Pledgee’s sole right to recover from such Pledgor in respect of the Settlement Obligations its obligations under this Section 2.1 shall be limited to such Pledgor’s Collateral. No recourse under absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or with respect to any obligationfuture amendment of, covenant or agreement (includingchange in, without limitationthis Non-Recourse Guaranty, the payment of any amounts or Contribution Deferral Agreement, any other obligations) of any Pledgor as contained in this Agreement Fund Document or any other agreement, document or instrument to which an Obligor is or document entered into by it pursuant hereto may become a party; (ii) the absence of any action to enforce this Non-Recourse Guaranty (including this Section 2.1), the Contribution Deferral Agreement or in connection herewith shall be had against any Pledgor other Fund Document or the waiver or consent by the enforcement Funds and/or the Agent with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Guaranteed Obligations or any action, or the absence of any assessment action, by the Funds and/or the Agent in respect thereof (including the release of any such security); (iv) the insolvency of any Obligor; or (v) any other action or by any circumstances that might otherwise constitute a legal or equitable proceedingdischarge or defense of a surety or guarantor (other than payment or performance). Each Guarantor shall be regarded, by virtue of any statute or otherwiseand shall be in the same position, except in each case as principal debtor with respect to such Pledgor’s Collateralthe Guaranteed Obligations guaranteed hereunder. (b) Each Pledgor hereby To the extent permitted by applicable law, each Guarantor expressly waives diligence, presentment, demand for payment, filing of claims with a court all rights it may have now or in the event future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent or the Funds to marshal assets or to proceed in respect of receivership the Guaranteed Obligations guaranteed hereunder against any other Obligor, any other party or bankruptcy against any security for the payment and performance of any Moyes Partythe Guaranteed Obligations before proceeding against, protest or notice with respect as a condition to proceeding against, such Guarantor. It is agreed among each Guarantor, the Settlement Obligations Agent and all demands whatsoever. Each Pledgor further waives notice the Funds that the foregoing waivers are of (i) acceptance the essence of the transaction contemplated by this Non-Recourse Guaranty and the other Fund Documents and that, but for the provisions of this Agreement, (ii) the existence or incurring from time to time of any Settlement Obligations guaranteed hereunder, (iii) the existence of any Event of DefaultSection 2.1 and such waivers, the making of demand, nonpayment, Agent and the Funds would decline to enter into the Contribution Deferral Agreement or the taking of any action by the Pledgee under Settlement Agreement, and (iv) all other notices to which it might be entitledFund Document. (c) Each Pledgor hereby Guarantor agrees that the provisions of this Agreement constitutes a guaranty 2J_ are for the benefit of payment when due the Agent and not of collectionthe Funds and their respective permitted successors, transferees, endorsees and assigns, and waives any right to require that any resort be had by the Pledgee to seek payment or performance from (i) the Moyes Partiesnothing herein contained shall impair, (ii) as between any other PledgorGuarantor and the Agent or the Funds, (iii) the obligations of such other Guarantor under this Non-Recourse Guaranty or any other collateral that may be held for the Settlement Obligations, (iv) any other guaranty of the Settlement Obligations, and (v) any exercise of any other remedy or right that Pledgee may haveFund Documents. (d) No Pledgor may terminate Notwithstanding anything to the contrary in this NonRecourse Guaranty or revoke its Guarantyin any other Fund Document, except as set forth in clause (g) of this Section 2.1, until payment in full of the Guaranteed Obligations (other than contingent obligations not due and owing), each Guarantor hereby agrees not to exercise any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and waives any and all defenses available to a surety, guarantor or accommodation co-obligor of the Guaranteed Obligations. Each Pledgor Guarantor acknowledges and agrees that this clause (d) is intended to benefit the Agent and the Funds and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Section 2.1, and that the Agent and the Funds and their respective permitted successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this clause (d) of this Section 2.1. (e) If, in the exercise of any of its rights and remedies, the Agent or the Funds would, absent appropriate waivers, forfeit any of their rights or remedies, including its right to enter a deficiency judgment against any Primary Obligor, any other Guarantor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by the Agent or the Funds and waives any claim or defense based upon such action, even if such action by the Agent or the Funds shall result in a full or partial loss of any rights of subrogation that each Guarantor might otherwise have had but for such action by the Agent or the Funds. Any election of remedies that results in the denial or impairment of the right it may have of the Agent or the Funds to terminate seek a deficiency judgment against any Guarantor or revoke any Primary Obligor shall not impair any other Guarantor’s obligation to pay the continuing nature full amount of the Guaranteed Obligations. (f) Notwithstanding anything in this Non-Recourse Guaranty to the contrary, subject to the Intercreditor Agreement, under this Non-Recourse Guaranty: (i) no recourse shall be had for the payment or performance of the Guaranteed Obligations against any Guarantor in its individual capacity or any of its Guaranty trustees, members, managers, officers or its application directors, other than in connection with the enforcement of Agent’s security interest in and lien upon the Collateral such Guarantor provided to secure the Guaranteed Obligations; (ii) Agent shall not have recourse for payment of the Guaranteed Obligations to any Settlement assets of any Guarantor other than the Collateral such Guarantor provided to secure the Guaranteed Obligations; and (iii) no Guarantor shall be liable, directly or indirectly, for the payment or performance of the Guaranteed Obligations, except to the extent of the Collateral owned by such Guarantor. (g) To the extent that any Guarantor shall make a payment under this Section 2.1 of all or any of the Guaranteed Obligations arising after (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any attempt other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to terminate its such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations to the extent no claim giving rise thereto has been asserted) and termination of this Non-Recourse Guaranty, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Guarantor under this Section 2.1 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This clause (g) of this Section 2.1 is intended only to define the relative rights of the Guarantors and nothing set forth in this clause (g) of this Section 2.1 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Non-Recourse Guaranty, including clause (a) of this Section 2. 1. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing. The rights of the indemnifying Guarantors against other Obligors under this clause (g) of this Section 2.1 shall be exercisable only upon the full payment of the Guaranteed Obligations. (h) The liability of each Guarantor under this Section 2.1 is in addition to and shall be cumulative with all liabilities of each other Guarantor to the Funds and the Agent under this Non-Recourse Guaranty and the other Fund Documents to which such Guarantor is a party or in respect of any Guaranteed Obligations or obligation of the other Guarantor, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.