Common use of Obligations Not Affected Clause in Contracts

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and shall not be released, discharged or in any way affected by any circumstance or condition including, without limitation: (a) any invalidity, irregularity, illegality or uneforceability of the Charter, any Guaranteed Obligation or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoing.

Obligations Not Affected. This is a continuing Guarantee Except as otherwise provided in Sections 8.02 and is irrevocable8.04, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and the obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding up or similar proceedings other proceeding involving or affecting the Company or any other person; (2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Company or any other person under this Supplemental Indenture, the Notes or any other document or instrument; (3) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Supplemental Indenture or the Notes, or to give notice thereof to a Guarantor; or; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person; (6) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Notes, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Notes or this Supplemental Indenture, including, without limitation, any increase or decrease in any amount due with respect to any of the Owner; orNotes; (i7) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor; (8) any merger or amalgamation of the Company or a Guarantor with any Person or Persons; (9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (10) any other matter whatsoever which circumstance (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Company under this Guarantee, all whether or not the Guarantor Supplemental Indenture or the Charterer shall have notice Notes or knowledge of any a Guarantor in respect of the foregoingits Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Guarantor or any of the Holders and the Trustee) which, but for this provision, might constitute a whole or partial defense to a claim against each Guarantor hereunder or might operate to release or otherwise exonerate such Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders and the Trustee or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Issuer or any other person; (ii) any failure of the Issuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to any Guarantor; (iii) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (iv) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other person; (v) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, interest or Additional Interest, if any, on any of the Notes; (vi) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or any Guarantor; (vii) any merger or amalgamation of the Issuer or any Guarantor with any Person or Persons; (viii) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of any Guarantor under its Guarantee; and (ix) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuer under this Indenture or the Notes or of any Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Guarantor or any of the Holders and the Trustee) which, but for this provision, might constitute a whole or partial defense to a claim against each Guarantor hereunder or might operate to release or otherwise exonerate such Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders and the Trustee or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Company or any other person; (ii) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to any Guarantor; (iii) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (iv) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (v) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (vi) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or any Guarantor; (vii) any merger or amalgamation of the Company or any Guarantor with any Person or Persons; (viii) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of any Guarantor under its Guarantee; and (ix) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of any Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and (a) The obligations of Shareholder under this Agreement shall remain in full force and effect without regard to to, and shall not be released, discharged impaired or in any way affected by any circumstance or condition including, without limitationby: (a) any invalidity, irregularity, illegality or uneforceability of the Charter, any Guaranteed Obligation or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (bi) any amendment, modification, extension addition, supplement, extension, increase or termination ofsubstitution to or for the Obligations, or any supplement to, other instrument executed in connection with any of the Charter or any Guaranteed ObligationObligations, or any assignment or transfer of any part thereof; (cii) any exercise or exercise, non-exercise or waiver by the Owner Secured Party of any right, remedy, power or privilege under or in respect of the CharterObligations, this Agreement or any Guaranteed Obligation, any Collateral or this Guaranteeinstrument executed pursuant to it; (diii) any waiver, consent, extension, indulgence, delay, or other action or inaction in respect of, the failureObligations, omission, delay this Agreement or lack on the part of the Owner any instrument executed pursuant to assert such or any claim assignment or demand against the Guarantor or the Charterertransfer thereof; (eiv) any reductionthe disposition, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiverimpairment, release, surrender, alteration substitution, or compromisemodification of any other collateral securing the Obligations or any failure to perfect a security interest in any such collateral; (fv) any lawrelease (including adjudication or discharge in bankruptcy) or settlement with any person primarily or secondarily liable for the Obligations (including, regulation without limitation, any maker, indorser, guarantor or order surety); (vi) any delay, omission, waiver, or forbearance in exercising any right or power with respect to the Obligations or this Agreement; (vii) any defense arising from the enforceability or validity of the Obligations or this Agreement or any part thereof, or the genuineness, enforceability or validity of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect agreement relating thereto; (gviii) any other act or omission which might constitute a legal or equitable discharge of Shareholder; (ix) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings in respect of the Charterer liquidation, or the Guarantor; or (h) any counterclaimlike, setoff, deduction, abatement of Shareholder or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeperson, all whether or not the Guarantor or the Charterer shall have by notice or knowledge of any of the foregoing. (b) Shareholder hereby waives all defenses based on suretyship or impairment of collateral, presentment, protest, demand for payment, any right of set-off, notice of dishonor or default, notice of acceptance of this guaranty, notice of the incurring of any of the Obligations and notice of any other kind in connection with the Obligations or this Agreement.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of the Guarantor hereunder shall not be released, discharged affected or in any way affected impaired by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known to the Guarantor, the Secured Party or any of the Holders) which, but for this provision, might constitute a whole or partial defence to a claim against the Guarantor hereunder or might operate to release or otherwise exonerate the Guarantor from any of its obligations hereunder or otherwise affect such obligations, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral other individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Body or other entity of whatever nature (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasona "PERSON"), including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Issuer, the Guarantor or any other Person; (2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuer, or any other Person under the Indenture or any Instrument; (3) any failure of the Issuer or any other Person, whether or not without fault on their part, to perform or comply with any of the provisions of the Indenture or the Instruments or to give notice thereof to the Guarantor; or; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy against the Issuer, or any other Person or their respective assets, or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges (other than by a complete irrevocable written discharge executed by the Secured Party) and other indulgences to the Issuer or any other Person; (6) any counterclaimamendment, setoffvariation, deductionmodification, abatement supplement or defense based upon replacement of the Indenture or any claim Instrument (other than this Agreement and then only as expressly provided by such amendment, variation, modification, supplement or replacement) or any other document or instrument; (7) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or any other Person; (8) any merger or amalgamation of the Issuer with any Person or Persons; (9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of any Governmental Body or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under the Indenture or any Instrument or the obligations of the Guarantor under this Agreement; (10) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the OwnerIssuer, the Holders or the Secured Party, or any other person, or which the Issuer may have at any time against any of the Holders or the Secured Party whether in connection with the Indenture, the Instruments or otherwise; orand (i11) any other matter whatsoever which circumstance (other than by complete and irrevocable payment of the Obligations and by a complete irrevocable written discharge executed by the Secured Party or the Holders) that might otherwise have constitute a legal or equitable discharge or defence of the effect Issuer under the Indenture and the Instruments, or of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge in respect of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of such Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Subsidiary Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defense to a claim against such Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate such Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Agreement, the Charter Floating Rate Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Agreement or the Floating Rate Notes, any Collateral or this Guaranteeto give notice thereof to such Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any other term of, any of the Floating Rate Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Floating Rate Notes or this Agreement, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Floating Rate Notes; (g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or such Subsidiary Guarantor; (h) any merger or amalgamation of the Company or such Subsidiary Guarantor with any person or persons; (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction affecting by any term present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect thereto;obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and (gj) any bankruptcyother circumstance (other than by complete, insolvency, reorganization, arrangement, readjustment, composition, liquidation irrevocable payment) that might otherwise constitute a legal or similar proceedings equitable discharge or defense of the Company under this Agreement or the Floating Rate Notes or of such Subsidiary Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Subsidiary Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoing.

Obligations Not Affected. This is a continuing Guarantee (a) Each and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and every Obligation of Guarantor under this Guaranty shall remain in full force and effect without regard to to, and shall not be releasedimpaired or affected by: (i) any extension in respect of the payment of such Obligations; or (ii) any renewal, discharged extension, amendment or in modification of or addition or supplement to or deletion from any way affected by of the terms of any circumstance Guaranteed Document, or condition any other agreement which may be made relating to any thereof, including, without limitation:, in the time, manner or place of payment; or (a) any invalidity, irregularity, illegality or uneforceability of the Charter, any Guaranteed Obligation or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (biii) any amendment, modificationcompromise, extension release or termination of, consent or other action or inaction in respect of any supplement to, of the Charter or terms of any Guaranteed Obligation, or any assignment or transfer of any part thereof;Document; or (civ) any exercise or non-exercise by the Owner any Guaranteed Party of any rightright or remedy under any Guaranteed Document or failure to mitigate damages thereunder or any waiver of any default or delay, remedywillful or otherwise, power or privilege under or by the Lessee in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee;Document; or (dv) any bankruptcy, insolvency, reorganization, arrangement, liquidation, or the failurelike of the Lessee or any action taken by any receiver or trustee or by any court in any such proceeding (including, omissionwithout limitation, delay rejection or disaffirmance of the Lease); or (vi) any merger or consolidation of the Lessee into or with any other entity, or any sale, lease or transfer of any or all of the assets of the Lessee to any other entity or any sale or other disposition by Guarantor of any interest in the Lessee; or (vii) any lack or limitation of power, incapacity or disability on the part of the Owner Lessee or of the members or managers or agents thereof; or (viii) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use of the Aircraft or any portion thereof by Lessee or any other person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of any of the Guaranteed Documents), whether or not resulting from accident and whether or not without fault on the part of Lessee or any other person; or (ix) any lack of enforceability of the Guaranteed Documents or any of them; or (x) absence of any notice to, or knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (ix); or (xi) any law or regulation, or circumstance whatsoever, which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, or that might otherwise limit recourse against Guarantor, including, without limitation, any discharge, release, defense or limitation arising out of any laws of the United States of America or any state thereof that would either exempt, modify or delay the due or punctual payment and performance of the obligations of Guarantor hereunder, it being agreed that the obligations of Guarantor hereunder shall not be discharged except by payment or performance as herein provided. (b) Guarantor hereby waives and shall not assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be made hereunder as and when, from time to time, Lessee shall default under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent default. No failure or delay in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the Guaranteed Parties under this Guaranty or the Guaranteed Documents. Guarantor specifically agrees that it shall not be necessary or required, and that Guarantor shall not be entitled to require, that any Guaranteed Party: (i) file suit or proceed to obtain or assert a claim against Lessee or demand any other person for the Obligations; (ii) make any effort at collection of the Obligations from Lessee or any other person; (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Obligations; (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other person liable for the Obligations, or make any effort at collection of the Obligations from any such other person, or exercise or assert any other right or remedy to which a Guaranteed Party is or may be entitled in connection with the Obligations or any security or other guaranty therefor; or (v) assert or file any claim against the assets of Lessee or any other guarantor or any other person liable for the Obligations, or any part thereof, either before or as a condition to enforcing the liability of Guarantor under this Guaranty or requiring payment of the Obligations by Guarantor hereunder. (c) Without limiting the generality of this Guaranty, Guarantor further agrees (i) that it shall not be required to receive any notice of or consent to any amendment or modification of, or waiver, consent, extension, addition or deletion of provisions or change in any other manner with respect to, the Lease and (ii) that, if Lessor shall be prevented by applicable law from exercising its rights and remedies against the Lessee pursuant to the Lease, Lessor shall be entitled to receive hereunder from Guarantor, upon demand therefor, the amount that Lessor would have received had Lessor not been prevented from exercising such rights and remedies. (d) Guarantor hereby specifically agrees that it shall not be necessary or required in order to enforce its obligations hereunder that there be, and specifically waives, diligence, presentment, demand, protest or notice of any kind whatsoever with respect to this Guaranty or the Charterer;Obligations, including without limitation (i) notice of acceptance of this Guaranty or notice of nonpayment or nonperformance of any of the Obligations; (ii) demand for payment or performance from Borrower; (iii) presentment for payment upon Borrower or the making of any protest; (iv) notice of the amount of the Obligations outstanding at any time; (v) notice of failure to perform on the part of Borrower or notice of dishonor or acceleration; (vi) any requirement to exhaust any remedies exercisable upon a default under any Guaranteed Document; (vii) any notice of any sale, transfer or other disposition of any right, title or interest in or to the Aircraft, or any part thereof; or (viii) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or that might otherwise limit recourse against Guarantor. Guarantor agrees that any repayment of the Obligations guaranteed hereunder or other act which tolls any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to any liability of Guarantor hereunder. Guarantor waives all rights and benefits under any statute or rule of law requiring the holder or holders of any promissory note to pursue the maker thereof, any security which such holder or holders may hold, or any other remedy before proceeding against Guarantor. Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption laws which, but for this provision, agreement and waiver, might be applicable to any sale made under any judgment, order or decree of any court or otherwise based upon this Guaranty or any Guaranteed Document. (e) Guarantor agrees that if at any reduction, limitation, impairment time all or termination any part of any payment or performance theretofore applied by a Guaranteed Party to any of the Obligations is or must be voided, rescinded or returned by such Guaranteed Obligations Party for any reasonreason whatsoever (including without limitation the insolvency, bankruptcy or reorganization of Lessee, Guarantor or any other person), such Obligations shall, for the purposes of this Guaranty, to the extent that such payment or performance is or must be voided, rescinded or returned, be deemed to have continued in existence, notwithstanding such application by such Guaranteed Party, and this Guaranty shall continue to be effective or reinstated as to such Obligations, all as though such application by such Guaranteed Party had not been made. If an event permitting the declaration of default under a Guaranteed Document shall at any time have occurred and be continuing, and such declaration of default shall at such time be prevented by reason of the pendency against Lessee, Guarantor or any other person of a case or proceeding under a bankruptcy or insolvency law, Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, such Guaranteed Document shall be deemed to have been declared in default with the same effect as if such Guaranteed Document had been enforceable in accordance with the terms thereof, and Guarantor shall forthwith pay the amounts specified by the Guaranteed Party to be paid thereunder, any interest thereon and any other amounts guaranteed hereunder without notice or demand. Guarantor hereby agrees that it will indemnify such Guaranteed Party on demand and on an After-Tax Basis (as such term is defined in the Lease) for all reasonable costs and expenses (including without limitation reasonable fees of counsel) incurred by such Guaranteed Party in connection with such rescission or restoration, including any such reasonable costs and expenses incurred in defending against any claim of waiveralleging that such payment constituted a preference, releasefraudulent transfer or similar payment under any bankruptcy, surrender, alteration insolvency or compromise; (f) similar law. In case any law, regulation or order of any jurisdiction affecting any term Guaranteed Document shall be terminated as a result of the Guaranteed Obligations rejection or disaffirmance thereof by any trustee, receiver, liquidator, agent or other representative of Lessee or any of its property in any assignment for the Owner’s rights with respect thereto; (g) benefit of creditors or in any bankruptcy, insolvency, reorganization, arrangement, readjustment, compositionliquidation, liquidation dissolution of Lessee, or similar proceedings in respect proceeding, Guarantor’s obligations hereunder shall continue to the same extent as if such Guaranteed Document had not been so rejected or disaffirmed. Guarantor shall and does hereby waive all rights and benefits that might accrue to it by reason of any such assignment or proceeding and Guarantor agrees that it shall be liable for the full amount of the Charterer Obligations irrespective of and without regard to any modification, limitation or the Guarantor; ordischarge of liability of Lessee that may result from or in connection with any such assignment or proceeding. (hf) Guarantor hereby irrevocably and unconditionally waives any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor and all rights it may have or obtain, by reason of the performance of the terms and provisions of this Guaranty, to succeed to or be subrogated to the rights and privileges of any Guaranteed Party against Lessee or against any collateral security or guarantee or right of offset held by any Guaranteed Party for the Owner; or payment of the Obligations pursuant to the Guaranteed Documents or otherwise. Guarantor hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (ior any similar right) from or against Lessee or any other matter whatsoever which might otherwise person that may have arisen in connection with this Guaranty and further agrees with Lessee for the effect benefit of releasing each of Lessee’s creditors (including any Guaranteed Party) that any such payment or performance by Guarantor shall constitute a contribution of capital by Guarantor to Lessee (or an investment in the equity capital of Lessee by Guarantor). So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of Lessee to Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge on account of any of the foregoingrights waived in this paragraph, such amount shall be held by Guarantor in trust, segregated from other funds of Guarantor, be turned over to the appropriate Guaranteed Party, in the exact form received by Guarantor (duly endorsed by Guarantor for the benefit of such Guaranteed Party pursuant to the terms of the Guaranteed Documents, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with the Guaranteed Documents. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations and the termination of the Guaranteed Documents.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuers or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuers or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuers or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuers, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuers or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuers or a Guarantor; (viii) any merger or amalgamation of the Issuers or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 10.04 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuers under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 10.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 10.04.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of Guarantor hereunder shall not be released, discharged affected or in any way affected impaired by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known to Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defence to a claim against Guarantor hereunder or might operate to release or otherwise exonerate Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charterother circumstance relating to Canadian Borrower, any Guaranteed Obligation other Credit Party or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting Guarantor, any other Credit Party or any future amendment, supplement or modification of this Guaranteeother Person; (b2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of any Credit Party or any other Person under the Loan Documents or any other document or instrument; (3) any failure of any Credit Party or any other Person, whether or not without fault on their part, to perform or comply with any of the provisions of the Loan Documents or to give notice thereof to Guarantor; (4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy against any Credit Party or any other Person or their respective assets, or the release or discharge of any such right or remedies; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to any Credit Party or any other Person; (6) any amendment, variation, modification, extension supplement or termination of, replacement of the Loan Documents or any supplement to, the Charter other document or any Guaranteed Obligation, or any assignment or transfer of any part thereofinstrument; (c7) any exercise change in the ownership, control, name, objects, businesses, assets, capital structure or non-exercise by the Owner constitution of any right, remedy, power or privilege under or in respect of the CharterGuarantor, any Guaranteed Obligation, other Credit Party or any Collateral or this Guaranteeother Person; (d) the failure8) any merger, omission, delay amalgamation or lack on the part consolidation of the Owner to assert any claim or demand against the Guarantor or the Chartererany other Credit Party with any Person or Persons; (e9) the occurrence of any reductionchange in the laws, limitationrules, impairment regulations or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; (f) any law, regulation or order ordinances of any jurisdiction affecting or by any term present or future action of any governmental body or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect theretoobligations of Guarantor under this Guarantee; (g10) the existence of any claim, set-off or other rights which Guarantor may have at any time against any other Credit Party, the Guaranteed Parties or any other Person, or which any Credit Party may have at any time against the Guaranteed Parties, whether in connection with the Loan Documents or otherwise; and (11) any bankruptcyother circumstance (other than by complete, insolvencyirrevocable payment) that might otherwise constitute a legal or equitable discharge or defence of any Credit Party under the Loan Documents, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings of Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 12.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of the ------------------------ Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Subsidiary Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defense to a claim against the Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate the Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (bii) any irregularity, defect, unenforceability or invalidity in respect of any Indebtedness or other obligation of the Company or any other person under this Indenture, the Notes or any other document or instrument; (iii) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to the Subsidiary Guarantor; (iv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (vi) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, modificationvariation, extension supplement, replacement or termination waiver of, or any supplement toconsent to departure from, any of the Charter Notes or this Indenture, including, without limitation, any Guaranteed Obligationincrease or decrease in the principal amount of or premium, if any, or interest on any assignment or transfer of any part thereofthe Notes; (cvii) any exercise change in the ownership, control, name, objects, businesses, assets, capital structure or non-exercise by the Owner of any right, remedy, power or privilege under or in respect constitution of the Charter, any Guaranteed Obligation, any Collateral Company or this Guaranteethe Subsidiary Guarantor; (dviii) the failure, omission, delay any merger or lack on the part amalgamation of the Owner to assert any claim or demand against the Guarantor Company or the ChartererSubsidiary Guarantor with any Person or Persons (subject to Section 12.05); (eix) the occurrence of any reductionchange in the laws, limitationrules, impairment regulations or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; (f) any law, regulation or order ordinances of any jurisdiction affecting by any term present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect thereto;obligations of the Subsidiary Guarantor under this Subsidiary Guarantee; and (gx) any bankruptcyother circumstance (other than by complete, insolvency, reorganization, arrangement, readjustment, composition, liquidation irrevocable payment) that might otherwise constitute a legal or similar proceedings equitable discharge or defense of the Company under this Indenture or the Notes or of the Subsidiary Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Subject to the limitations contained in Section 1.01(c), the Obligations of the Company under this Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment (and whether or not known or consented to by the Company or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against the Company under its Guarantee or might operate to release or otherwise exonerate the Company from any of its Obligations or otherwise affect such Obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation other circumstance relating to Newcup or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting Newcup or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other Obligation of Newcup or any supplement toother Person under the Note Purchase Agreement, this Agreement, the Charter Notes or any Guaranteed Obligation, or any assignment or transfer of any part thereofother Note Purchase Document; (c) any exercise failure of Newcup, whether or non-exercise by the Owner of not without fault on its part, to perform or comply with any right, remedy, power or privilege under or in respect of the Charterprovisions of the Notes or any other Note Purchase Document, any Guaranteed Obligation, any Collateral or this Guaranteeto give notice thereof to the Company; (d) the failure, omission, delay taking or lack on the part of the Owner to assert any claim enforcing or demand against the Guarantor exercising or the Chartererrefusal or neglect to take or enforce or exercise any right or remedy from or against Newcup or any other Person or their respective assets or the release or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to Newcup, or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or the Owner’s rights with respect theretoother Note Purchase Documents, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Newcup or the Guarantor; orCompany; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of Newcup or the Company with any claim the Guarantor may have against the Owner; orPerson or Persons other than Newcup; (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affect, any of the Obligations of Newcup under the Notes or the other matter whatsoever which might otherwise have Note Purchase Documents or the effect Obligations of releasing the Guarantor from its obligations Company under this Guarantee; and (j) any other circumstance (other than by complete, all whether irrevocable payment) that might otherwise constitute a legal or not equitable discharge or defense of Newcup under the Guarantor Note Purchase Agreement or the Charterer shall have notice Notes or knowledge of any of the foregoingCompany in respect of this Guarantee.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 11.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights Notes or this Indenture, including, without limitation, any increase or decrease in any amount due with respect theretoto any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 10.4 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuer or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuer or any other Person under this Indenture, the Guarantor; orSecurities or any other document or instrument; (hiii) any counterclaimfailure of the Issuer, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor without fault on its part, to perform or the Charterer shall have notice or knowledge of comply with any of the foregoing.provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; (iv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; (vi) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities or this Indenture, including, without limitation, any increase or decrease in the Accreted Value or principal amount at maturity of or premium, if any, or interest on any of the Securities; (vii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or a Guarantor; (viii) any merger or amalgamation of the Issuer or a Guarantor with any Person or Persons;

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Borrower under this Section 12 shall not be releasedaffected or impaired by any act, discharged omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known to such Borrower or any of the Agent and Lenders) which, but for this provision, might constitute a whole or partial defence to a claim against such Borrower hereunder or might operate to release or otherwise exonerate such Borrower from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of Agent or any Lenders or otherwise, and such Borrower hereby irrevocably waives any defence it may now or hereafter have in any way affected by relating to any circumstance or condition of the foregoing, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation or any Collateral (as other circumstance relating to such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination ofBorrower, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Credit Party, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting any Credit Parties or any other Person; (2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of any Credit Party or any other Person under the Charterer Loan Documents or any other document or instrument; (3) any failure of any Credit Party, whether or not without fault on their part, to perform or comply with any of the provisions of this Agreement or the Guarantor; orLoan Documents or to give notice thereof to such Borrower; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against any Credit Party or any other Person or their respective assets or the release or discharge of any such right or remedies; EXECUTION COPY (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to any Credit Party or any other Person; (6) any counterclaimamendment, setoffrestatement, deductionvariation, abatement modification, supplement or defense based upon replacement of the Agreement, the Loan Documents or any claim other document or instrument; (7) any change in the Guarantor ownership, control, name, objects, businesses, assets, capital structure or constitution of any Credit Party or any other Person or, any merger or amalgamation of any Credit Party or any other with any Person or Persons; (8) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations of such Borrower under this Agreement; (9) the existence of any claim, set-off or other rights that such Borrower may have at any time against the Ownerother Borrower, Agent and Lenders or any other Person, or which Borrowers may have at any time against Agent or Lenders, whether in connection with this Agreement, the Loan Documents or otherwise; orand (i10) any other matter whatsoever which circumstance (including, without limitation, any existence of or reliance on any representation by Agent, but excluding complete, irrevocable payment) that might otherwise have the effect constitute a legal or equitable discharge or defence of releasing the Guarantor from its obligations each Borrower under this GuaranteeAgreement or Loan Documents, all whether or not the Guarantor or the Charterer shall have notice or knowledge including in respect of any of the foregoingtheir guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor under this Indenture shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment under this Indenture (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor under this Indenture or might operate to release or otherwise exonerate any Guarantor from any of its obligations under this Indenture or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Issuer or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other obligation of the Issuer or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuer, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuer or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Issuer or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Issuer or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoing.Issuer’s obligations under the Notes or this Indenture or the obligations of a Guarantor under its Note Guarantee; and

Obligations Not Affected. This is a continuing Guarantee and is irrevocableThe obligations of each Guarantor hereunder, absolute and unconditionalto the fullest extent permitted by law, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other person under this Indenture, the Securities or any other document or instrument; (3) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; (4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other person or their respective assets or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (6) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, modificationvariation, extension supplement, replacement or termination waiver of, or any supplement toconsent to departure from, any of the Charter Securities or this Indenture, including, without limitation, any Guaranteed Obligationincrease or decrease in the principal amount of or premium, if any, or interest on any assignment or transfer of any part thereofthe Securities; (c7) any exercise change in the ownership, control, name, objects, businesses, assets, capital structure or non-exercise by the Owner of any right, remedy, power or privilege under or in respect constitution of the Charter, any Guaranteed Obligation, any Collateral Company or this Guaranteea Guarantor; (d) the failure, omission, delay 8) any merger or lack on the part amalgamation of the Owner to assert Company or a Guarantor with any claim person or demand against the Guarantor or the Chartererpersons; (e9) the occurrence of any reductionchange in the laws, limitationrules, impairment regulations or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; (f) any law, regulation or order ordinances of any jurisdiction affecting by any term present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect thereto;obligations of a Guarantor under its Guarantee; and (g10) any bankruptcyother circumstance (other than by complete, insolvency, reorganization, arrangement, readjustment, composition, liquidation irrevocable payment or similar proceedings release of its Guarantee in accordance with this Indenture) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of a Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingGuarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company of any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany or the Trustee, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease of discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or count amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 10.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuer or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuer or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or a Guarantor; (viii) any merger or amalgamation of the Issuer or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 12.4 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuer under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided that the provisions of this Section 12.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 12.4.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:: 105 -98- (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person other than such Guarantor; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person other than such Guarantor under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany or any other Person other than such Guarantor, whether or not without fault on their part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Company or any other Person other than such Guarantor or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person other than such Guarantor; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights Notes or this Indenture (except with respect theretoto the Guarantee of such Guarantor), including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of any other Guarantor pursuant to Section 12.04 (other than by complete, irrevocable payment or release of such Guarantor pursuant to Section 12.04) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocableExcept as otherwise provided in this Indenture, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and the obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaimmerger, setoff, deduction, abatement consolidation or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingobligations under the Notes and this Indenture or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance (other than by complete, irrevocable payment or a release made pursuant to Section 12.04) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee Except as otherwise provided in Sections 17.02 and is irrevocable17.04, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and the obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights Notes or this Indenture, including, without limitation, any increase or decrease in any amount due with respect theretoto any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingobligations of the Company or the Guarantor under this Indenture or a Guarantor under its Guarantee; and (j) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under the Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of the Indenture, any Collateral this Supplemental Indenture or this Guaranteethe Notes, or to give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes, this Supplemental Indenture or the Owner’s rights Indenture, including, without limitation, any increase or decrease in any amount due with respect theretoto any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 2.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under the Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Securities or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Securities, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoSecurities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of a Guarantor pursuant to Section 11.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 11.12 are not intended to affect -------- in any way any release of a Guarantor in accordance with the provisions of Section 11.04.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 11.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each ------------------------ Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Guarantor or any of the Holders and the Trustee) which, but for this provision, might constitute a whole or partial defense to a claim against each Guarantor hereunder or might operate to release or otherwise exonerate such Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders and the Trustee or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Company or any other person; (ii) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to any Guarantor; (iii) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (iv) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (v) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (vi) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or any Guarantor; (vii) any merger or amalgamation of the Company or any Guarantor with any Person or Persons; (viii) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of any Guarantor under its Guarantee; and (ix) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of any Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuers or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuers or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuers or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuers, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuers or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuers or a Guarantor; (viii) any merger or amalgamation of the Issuers or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 11.04 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuers under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 11.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 11.04.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor under this Indenture shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment under this Indenture (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor under this Indenture or might operate to release or otherwise exonerate any Guarantor from any of its obligations under this Indenture or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Issuer or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other obligation of the Issuer or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuer, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuer or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) any reductionthe granting of time, limitationrenewals, impairment extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoing.Person;

Obligations Not Affected. This is a continuing Guarantee and is irrevocableExcept as otherwise provided, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and the obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding up or similar proceedings other proceeding involving or affecting the Issuer or any other person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuer or any other person under this Agreement, the Notes or any other document or instrument; (iii) any failure of the Issuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Agreement or the Notes, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Notes, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Notes or this Agreement, including, without limitation, any increase or decrease in any amount due with respect to any of the Owner; orNotes; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or a Guarantor; (viii) any merger or amalgamation of the Issuer or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guaranty; and (x) any other matter whatsoever which circumstance (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuer under this Guarantee, all whether or not the Guarantor Agreement or the Charterer shall have notice Notes or knowledge of any a Guarantor in respect of the foregoingits Guaranty hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuers or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuers or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuers or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuers, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuers or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuers or a Guarantor; (viii) any merger or amalgamation of the Issuers or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 11.4 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuers under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 11.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 11.4.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of such Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Subsidiary Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defense to a claim against such Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate such Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Agreement, the Charter CGD Note or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Agreement or the CGD Note, any Collateral or this Guaranteeto give notice thereof to such Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any other term of the CGD Note, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from the CGD Note or this Agreement, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on the CGD Note; (g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or such Subsidiary Guarantor; (h) any merger or amalgamation of the Company or such Subsidiary Guarantor with any person or persons; (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction affecting by any term present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect thereto;obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and (gj) any bankruptcyother circumstance (other than by complete, insolvency, reorganization, arrangement, readjustment, composition, liquidation irrevocable payment) that might otherwise constitute a legal or similar proceedings equitable discharge or defense of the Company under this Agreement or the CGD Note or of such Subsidiary Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Subsidiary Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoing.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation other circumstance relating to either Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting either Issuer or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of either Issuer or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuers, whether or not without fault on their part, to perform or comply with any of the provisions of this Indenture, any Guaranteed ObligationSecurity Document or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuers or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes, any Security Document or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer either Issuer or the a Subsidiary Guarantor; or; (h) any counterclaimmerger or amalgamation of either Issuer or a Subsidiary Guarantor with any Person or Persons, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; orexcept as provided in Section 11.04; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations of the Issuers under this Indenture or the Notes or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, other than the release of the Subsidiary Guarantor pursuant to Section 11.04 or irrevocable payment of such Obligations, that might otherwise constitute a legal or equitable discharge or defense of the Issuers under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, -76- reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company of any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany or the Trustee, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease of discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or count amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 10.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation other circumstance relating to either Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuer or any other Person; (2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of either Issuer or any other Person under this Indenture, the Charterer Securities or any other document or instrument; (3) any failure of either Issuers, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against either Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to either Issuer or any other Person; (6) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (i7) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of either Issuer or a Guarantor; (8) any merger or amalgamation of either Issuer or a Guarantor with any Person or Persons; (9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Note Guarantee; and (10) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 11.4 (other than by complete, irrevocable payment) that might otherwise have the effect constitute a legal or equitable discharge or defense of releasing the Guarantor from its obligations either Issuer under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Subsidiary Guarantee hereunder; provided that the provisions of this Section 11.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 11.4.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by a Guarantor or the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against a Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Company or any other person; (2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Company or any other person under this Indenture, the Notes or any other document or instrument; (3) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to a Guarantor; or; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other person or their respective assets or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (6) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Notes, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Notes or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Notes; (i7) subject to Section 1404, any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or any Guarantor; (8) subject to Section 1404, any merger or amalgamation of the Company or a Guarantor with any person or persons; (9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, the Notes, this Indenture or the obligations of a Guarantor under its Subsidiary Guarantee; and (10) any other matter whatsoever which circumstance (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Company under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Notes or knowledge of any a Guarantor in respect of the foregoingits Subsidiary Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on their part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 12.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (cx) xxx taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any exercise right or non-exercise by remedy from or against the Owner Company or any other Person or their respective assets or the release or discharge of any right, such right or remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance (other than by complete, irrevocable payment or a release made pursuant to Section 12.04) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of the Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against the Guarantor hereunder or might operate to release or otherwise exonerate the Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the CharterPartners, any Guaranteed Obligation the Partnership or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Partners, the Partnership or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Partners, the Partnership or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure by the Partnership, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to the Guarantor; (iv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Partners, the Partnership or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Partners, the Partnership or any other Person; (vi) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities; (vii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Partner, the Partnership or the Guarantor; or; (hviii) any counterclaimmerger or amalgamation of any Partner, setoff, deduction, abatement the Partnership or defense based upon any claim the Guarantor may have against the Owner; orwith any Person or Persons; (iix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance that might otherwise have constitute a legal or equitable discharge or defense of the effect Partnership under this Indenture or the Securities or of releasing another Guarantor in respect of its Guarantee hereunder; provided that the provisions of this Section 11.12 are not intended to affect in any way any release of the Guarantor from its obligations under this Guarantee, all whether or not in accordance with the Guarantor or the Charterer shall have notice or knowledge provisions of any of the foregoingSection 11.05.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of any Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Subsidiary Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defense to a claim against the Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Senior Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Senior Notes, any Collateral or this Guaranteeto give notice thereof to the Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any other term of, any of the Senior Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Senior Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Senior Notes; (g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or the Subsidiary Guarantor; (h) any merger or amalgamation of the Company or the Subsidiary Guarantor with any person or persons; (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction affecting by any term present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect thereto;obligations of the Subsidiary Guarantor under its Guarantee; and (gj) any bankruptcyother circumstance (other than by complete, insolvency, reorganization, arrangement, readjustment, composition, liquidation irrevocable payment) that might otherwise constitute a legal or similar proceedings equitable discharge or defense of the Company under this Indenture or the Senior Notes or of the Subsidiary Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingGuarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance (other than release of the Guarantor pursuant to Section 10.04 and other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Securities or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on their part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Securities, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoSecurities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingobligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance (other than by complete, irrevocable payment), including release of any other Subsidiary Guarantor pursuant to Section 11.04, that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Company or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Company or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor; (viii) any merger or amalgamation of the Company or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 10.4 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Company under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 10.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 10.4.

Obligations Not Affected. This is a continuing The Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor under its Subsidiary Guarantee or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its Obligations or otherwise affect such Obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting either the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other Obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim Person or Persons other than the Guarantor may have against the Owner; orCompany; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffect, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingObligations of the Company under this Indenture or the Notes or the Obligations of a Subsidiary Guarantor under its Subsidiary Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 10.5 hereof (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Subsidiary Guarantee.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Issuer or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Issuer or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture, any Guaranteed ObligationSecurity Document or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuer or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes, the Intercreditor Agreement, any Security Document or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Issuer or the a Subsidiary Guarantor; or; (h) any counterclaimmerger or consolidation of the Issuer or a Subsidiary Guarantor with any Person or Persons, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; orexcept as provided in Section 11.04; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations of the Issuer under this Indenture or the Notes or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, other than the release of the Subsidiary Guarantor pursuant to Section 11.04 or irrevocable payment of such Obligations, that might otherwise constitute a legal or equitable discharge or defense of the Issuer under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The Obligations of each Guarantor shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor under its Guarantee or might operate to release or otherwise exonerate any Guarantor from any of its Obligations or otherwise affect such Obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting either Issuer or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other Obligation of the Issuer or any supplement toother Person under this Indenture, the Charter Senior Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuer, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Senior Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuer or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Senior Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoSenior Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Senior Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Issuer or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Issuer or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations of the Issuer under this Indenture or the Senior Notes or the Obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of any Guarantor pursuant to Section 12.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuer under this Indenture or the Senior Notes or of a Guarantor in respect of its Guarantee.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of the Guarantor hereunder shall not be released, discharged affected or in any way affected impaired by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known to the Guarantor or the Agent or the Banks) which, but for this provision, might constitute a whole or partial defence to a claim against the Guarantor hereunder or might operate to release or otherwise exonerate the Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of the Bank or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the CharterGuarantor, any Guaranteed Obligation the Borrower or any Collateral other individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental body or other entity of whatever nature (as such term is defined in Clause 4.5(a) below) a “Person”), including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Guarantor, the Borrower or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination ofinvalidity in respect of any indebtedness or other obligation of the Guarantor, the Borrower or any supplement to, the Charter other Person under any document or any Guaranteed Obligation, or any assignment or transfer of any part thereofinstrument; (c) any exercise failure of the Agent, any Bank, the Guarantor or non-exercise by any other Person, whether or not without fault on their part, to perform or comply with any of the Owner provisions of any right, remedy, power document or privilege under agreement or in respect any failure of the CharterBorrower, or any Guaranteed Obligationother Person, any Collateral whether or this Guaranteenot without fault on their part, to give notice thereof to the Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy against the Guarantor Guarantor, the Borrower or any other Person or their respective assets, or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges (other than by a complete irrevocable written discharge executed by the Agent) and other indulgences to the Guarantor, the Borrower or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawamendment, regulation variation, modification, supplement or order replacement of any document or agreement (other than this Guarantee and then only as expressly provided by such amendment, variation, modification, supplement or replacement) or any other document or instrument; (g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Agent, any Bank, the Guarantor, the Borrower or any other Person; (h) any merger or amalgamation of the Bank, the Borrower or the Guarantor with any Person or Persons; (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction affecting or by any term present or future action of any governmental body or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect theretoobligations of the Guarantor under this Guarantee; (gj) the existence of any bankruptcyclaim, insolvency, reorganization, arrangement, readjustment, composition, liquidation set-off or similar proceedings in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim other rights which the Guarantor may have at any time against the OwnerAgent, any Bank, the Borrower or any other Person, or which the Borrower may have at any time against the Agent or any Bank; orand (ik) any other matter whatsoever which circumstance (other than by indefeasible full payment of all the Guaranteed Obligations) that might otherwise have constitute a legal or equitable discharge or defence of the effect Borrower or of releasing the Guarantor from in respect of its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoinghereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obliga- tion of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on their part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 12.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Guarantor or any of the Holders and the Trustee) which, but for this provision, might constitute a whole or partial defense to a claim against each Guarantor hereunder or might operate to release or otherwise exonerate such Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders and the Trustee or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Issuer or any other person; (ii) any failure of the Issuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to any Guarantor; (iii) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (iv) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other person; (v) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (vi) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or any Guarantor; (vii) any merger or amalgamation of the Issuer or any Guarantor with any Person or Persons; (viii) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of any Guarantor under its Guarantee; and (ix) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuer under this Indenture or the Notes or of any Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under the Indenture, the Charter Debentures or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of the Indenture, any Collateral this Supplemental Indenture or this Guaranteethe Debentures, or to give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Debentures, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Debentures, this Supplemental Indenture or the Owner’s rights Indenture, including, without limitation, any increase or decrease in any amount due with respect theretoto any of the Debentures; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 2.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under the Indenture or the Debentures or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuer or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuer or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or a Guarantor; (viii) any merger or amalgamation of the Issuer or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 11.4 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuer under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 11.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 11.4.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation other circumstance relating to either Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuer or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of either Issuer or any other Person under this Indenture, the Charterer Securities or any other document or instrument; 103 (iii) any failure of either Issuers, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against either Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to either Issuer or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of either Issuer or a Guarantor; (viii) any merger or amalgamation of either Issuer or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Subsidiary Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 11.4 (other than by complete, irrevocable payment) that might otherwise have the effect constitute a legal or equitable discharge or defense of releasing the Guarantor from its obligations either Issuer under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Subsidiary Guarantee hereunder; provided that the provisions of this Section 11.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 11.4.

Obligations Not Affected. This is a continuing Guarantee Except as otherwise provided in Sections 10.2 and is irrevocable10.4, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and the obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights Notes or this Indenture, including, without limitation, any increase or decrease in any amount due with respect theretoto any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoing.;

Obligations Not Affected. This is a continuing Guarantee Guarantors' covenants, agreements and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and obligations under this Guaranty shall remain in full force and effect without regard to and shall not no way be released, discharged diminished, reduced, impaired or otherwise affected by reason of the happening from time to time of any of the following things, for any reason, whether by voluntary act, operation of law or order of any competent governmental authority and whether or not Guarantors are given any notice or are asked for or give any further consent (all requirements for which, however arising, each Guarantor hereby WAIVES to the fullest extent permitted by applicable law): (1) release or waiver of any obligation or duty to perform or observe any express or implied agreement, covenant, term or condition imposed in any of the Loan Documents or by applicable law on any Obligor or any party to the Loan Documents; (2) extension of the time for payment of any part of the Debt or any other sums payable under the Loan Documents, extension of the time for performance of any other obligation under or arising out of or in connection with the Loan Documents or change in the manner, place or other terms of such payment or performance; (3) settlement or compromise of any way affected by any circumstance or condition including, without limitation: (a) any invalidity, irregularity, illegality or uneforceability all of the CharterDebt; (4) renewal, any Guaranteed Obligation or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendmentsupplementing, modification, extension rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or termination of, reinstatement (whether or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer not material) of any part thereof; (c) any exercise or non-exercise by the Owner of any of the Loan Documents or any obligations under the Loan Documents of any Obligor or any other party to the Loan Documents (without limitation on the number of times any of the foregoing may occur); (5) acceleration of the time for payment or performance of any Debt or other obligation under any of the Loan Documents or exercise of any other right, remedy, power privilege or privilege remedy under or in respect regard to any of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; Loan Documents; (d6) the failure, omission, delay delay, neglect, refusal or lack of diligence by any Bank or Agent or any other Person to assert, enforce, give notice of intent to exercise--or any other notice with respect to--or exercise any right, privilege, power or remedy conferred on any Bank or Agent or any other Person in any of the Loan Documents or by law or action on the part of the Owner any Bank or Agent or any other Person granting indulgence, grace, adjustment, forbearance or extension of any kind to assert any claim Obligor or demand against the Guarantor or the Charterer; any other Person; (e7) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration exchange, subordination or compromise; (f) any law, regulation or order loss of any jurisdiction affecting any term of the Guaranteed Obligations security or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations lien priority under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoing.Loan Documents or in connection with the Debt; (8) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any guaranty, pledge, mortgage, deed of trust, security agreement, lien, charge, insurance agreement, bond, letter of credit or other security device, guaranty, surety or indemnity agreement whatsoever; (9) taking or acceptance of any other security or guaranty for the payment or performance of any or all of the Debt or the obligations of any Obligor; (10) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any right, benefit, privilege or interest under any contract or agreement, under which the rights of any Obligor have been collaterally or absolutely assigned, or in which a security interest has been granted, to any Bank or Agent as direct or indirect security for payment of the Debt or performance of any other obligations to--or at any time held by--any Bank or Agent;

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Charterer;release or discharge of any such right or remedy; 122 -114- (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 12.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of the Guarantors hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Guarantors or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against the Guarantors hereunder or might operate to release or otherwise exonerate the Guarantors from any of their obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Securities or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Securities, any Collateral or this Guaranteeto give notice thereof to the Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoSecurities of this Indenture, including, without limitation, any increase or decrease in the principal amount of or interest on any of the Securities; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the Guarantor; orGuarantors; (h) except as provided herein, any counterclaim, setoff, deduction, abatement merger or defense based upon consolidation of the Company or any claim the Guarantor may have against the Owner; orwith any Person or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations under this Indenture or the obligations of the Guarantors under the Guarantees; and (j) any other circumstance, including release of the Guarantor other than pursuant to Section 14.04, that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of the Guarantors in respect of its Guarantees hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of the Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against the Guarantor hereunder or might operate to release or otherwise exonerate the Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to the Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon any claim amalgamation of the Company or the Guarantor may have against the Owner; orwith any Person or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of the Guarantor under its Guarantee; and (j) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of the Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother person under this Indenture, the Charter Securities or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Securities, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) any reductiontaking, limitationexchange, impairment release or termination non-perfection of the Guaranteed Obligations for any reason, including Collateral or any claim of waiver, release, surrender, alteration or compromiseother collateral; (f) any lawmanner of application of Collateral or any other collateral, regulation or order proceeds thereof, to all or any Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations; (g) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (h) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities; (i) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor; (j) any merger or amalgamation of the Company or a Guarantor with any Person or Persons; (k) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction affecting by any term present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect thereto;obligations of a Guarantor under its Guarantee; and (gl) any bankruptcyother circumstance (other than by complete, insolvency, reorganization, arrangement, readjustment, composition, liquidation irrevocable payment) that might otherwise constitute a legal or similar proceedings equitable discharge or defense of the Company under this Indenture or the Securities or of a Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingGuarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuer or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuer or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuer, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orAccreted Value or principal amount at maturity of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or a Guarantor; (viii) any merger or amalgamation of the Issuer or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 11.4 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuer under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; PROVIDED, that the provisions of this Section 11.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 11.4.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each ------------------------ Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by such Guarantor or any of the Holders and the Trustee) which, but for this provision, might constitute a whole or partial defense to a claim against each Guarantor hereunder or might operate to release or otherwise exonerate such Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders and the Trustee or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Company or any other person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any Indebtedness or other obligation of the Charterer Company or any other person under this Indenture, the Notes or any other document or instrument; (iii) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to any Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Notes, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Notes or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Notes; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or any Guarantor; (viii) any merger or amalgamation of the Company or any Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of any Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Company under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Notes or knowledge of any Guarantor in respect of the foregoingits guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee Except as otherwise provided in this Indenture, the obligations of each Guarantor and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and the U.S. Issuer hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor, the U.S. Issuer or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor or the U.S. Issuer hereunder or might operate to release or otherwise exonerate any Guarantor or the U.S. Issuer from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuers or any Collateral (as such term is defined in Clause 4.5(a) below) other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Issuers or any future amendment, supplement or modification of this Guaranteeother person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any Indebtedness or other obligation of the Issuers or any supplement toother person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuers, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuers or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Issuers or the a Guarantor; or; (h) any counterclaimmerger, setoff, deduction, abatement consolidation or defense based upon amalgamation of the Issuers or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingobligations under the Notes and this Indenture or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance (other than by complete, irrevocable payment or a release made pursuant to Section 12.04) that might otherwise constitute a legal or equitable discharge or defense of the Issuers under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (ai) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Issuers or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother Person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting such Issuers or any other Person; (ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Issuers or any other Person under this Indenture, the Securities or any other document or instrument; (iii) any failure of the Issuers, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (hiv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuers or any other Person or their respective assets or the release or discharge of any such right or remedy; (v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any other Person; (vi) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (ivii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuers or a Guarantor; (viii) any merger or amalgamation of the Issuers or a Guarantor with any Person or Persons; (ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (x) any other matter whatsoever which circumstance, including release of a Guarantor pursuant to Section 10.4 (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Issuers under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 10.12 are not intended to affect in any way any release of a Guarantor in accordance with the foregoingprovisions of Section 10.4.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding up or similar proceedings other proceeding involving or affecting the Company or any other person; (2) any irregularity, defect, unenforceability or invalidity in respect of any Indebtedness or other obligation of the Charterer Company or any other person under this Indenture, the Notes or any other document or instrument; (3) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to a Guarantor; or; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person; (6) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Notes, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Notes or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Notes; (i7) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor; (8) any merger or amalgamation of the Company or a Guarantor with any Person or Persons; (9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and (10) any other matter whatsoever which circumstance (other than by complete, irrevocable payment or a release made pursuant to Section 11.04) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Company under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Notes or knowledge of any a Guarantor in respect of the foregoingits Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by a Guarantor or the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against a Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guarantee; (b) any amendment, modification, extension or termination of, or any supplement to, the Charter or any Guaranteed Obligation, or any assignment or transfer of any part thereof; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect of the Charter, any Guaranteed Obligation, any Collateral or this Guarantee; (d) the failure, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Charterer; (e) any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reasonother person, including any claim of waiverinsolvency, release, surrender, alteration or compromise; (f) any law, regulation or order of any jurisdiction affecting any term of the Guaranteed Obligations or the Owner’s rights with respect thereto; (g) any bankruptcy, insolvencyliquidation, reorganization, arrangement, readjustment, composition, liquidation dissolution, winding-up or similar proceedings other proceeding involving or affecting the Company or any other person; (2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Charterer Company or any other person under this Indenture, the Securities or any other document or instrument; (3) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to a Guarantor; or; (h4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other person or their respective assets or the release or discharge of any such right or remedy; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other person; (6) any counterclaimchange in the time, setoffmanner or place of payment of, deductionor in any other term of, abatement any of the Securities, or defense based upon any claim other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Guarantor may have against Securities or this Indenture, including, without limitation, any increase or decrease in the Owner; orprincipal amount of or premium, if any, or interest on any of the Securities; (i7) subject to Section 1404, any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or any Guarantor; (8) subject to Section 1404, any merger or amalgamation of Company or a Guarantor with any person or persons; (9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, the Securities, this Indenture or the obligations of a Guarantor under its Subsidiary Guarantee; and (10) any other matter whatsoever which circumstance (other than by complete, irrevocable payment) that might otherwise have constitute a legal or equitable discharge or defense of the effect of releasing the Guarantor from its obligations Company under this Guarantee, all whether or not the Guarantor Indenture or the Charterer shall have notice Securities or knowledge of any a Guarantor in respect of the foregoingits Subsidiary Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of other circumstance relating to the Charter, any Guaranteed Obligation Company or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of the Company or any supplement toother Person under this Indenture, the Charter Securities or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterCompany, whether or not without fault on its part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Securities, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Company or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoSecurities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer Company or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of the Company or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of a Guarantor pursuant to Section 11.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions of this Section 11.12 are not intended to affect -------- in any way any release of a Guarantor in accordance with the provisions of Section 11.04.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Subsidiary Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation other circumstance relating to either Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting either Issuer or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of either Issuer or any supplement toother Person under this Indenture, the Charter Notes or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise or non-exercise by the Owner of any right, remedy, power or privilege under or in respect failure of the CharterIssuers, whether or not without fault on their part, to perform or comply with any Guaranteed Obligationof the provisions of this Indenture or the Notes, any Collateral or this Guaranteeto give notice thereof to a Subsidiary Guarantor; (d) the failure, omission, delay taking or lack on enforcing or exercising or the part of the Owner refusal or neglect to assert take or enforce or exercise any claim right or demand remedy from or against the Guarantor Issuers or any other Person or their respective assets or the Chartererrelease or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoNotes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer either Issuer or the a Subsidiary Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of either Issuer or a Subsidiary Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations or the obligations of a Subsidiary Guarantor under its Guarantee; and (j) any other circumstance, including release of the Subsidiary Guarantor pursuant to Section 11.04 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuers under this Indenture or the Notes or of a Subsidiary Guarantor in respect of its Guarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of Guarantor hereunder shall not be released, discharged affected or in any way affected impaired by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known to Guarantor or any of the Guaranteed Parties) which, but for this provision, might constitute a whole or partial defence to a claim against Guarantor hereunder or might operate to release or otherwise exonerate Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Guaranteed Parties or otherwise, including, without limitation: (a1) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability other circumstance relating to Borrower, or any individual, partnership, other corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental body or other entity of the Charterwhatever nature (each, a "PERSON"), including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting Borrower, Guarantor, any Guaranteed Obligation other Credit Party or any Collateral (as such term is defined in Clause 4.5(a) below) or any future amendment, supplement or modification of this Guaranteeother Person; (b2) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of Borrower, any other Credit Party or any other Person under the Loan Documents or any other document or instrument; (3) any failure of Borrower, any other Credit Party or any other Person, whether or not without fault on their part, to perform or comply with any of the provisions of the Loan Documents or to give notice thereof to Guarantor; (4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy against Borrower, any other Credit Party or any other Person or their respective assets, or the release or discharge of any such right or remedies; (5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to Borrower, any other Credit Party or any other Person; (6) any amendment, variation, modification, extension supplement or termination of, replacement of the Loan Documents or any supplement to, the Charter other document or any Guaranteed Obligation, or any assignment or transfer of any part thereofinstrument; (c7) any exercise change in the ownership, control, name, objects, businesses, assets, capital structure or non-exercise by the Owner constitution of any rightBorrower, remedy, power or privilege under or in respect of the CharterGuarantor, any Guaranteed Obligation, other Credit Party or any Collateral or this Guaranteeother Person; (d) the failure8) any merger or amalgamation of Borrower, omission, delay or lack on the part of the Owner to assert any claim or demand against the Guarantor or the Chartererany other Credit Party with any Person or Persons; (e9) the occurrence of any reductionchange in the laws, limitationrules, impairment regulations or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; (f) any law, regulation or order ordinances of any jurisdiction affecting or by any term present or future action of any governmental body or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the Owner’s rights with respect theretoobligations of Guarantor under this Guarantee; (g10) the existence of any claim, set-off or other rights which Guarantor may have at any time against Borrower, the Guaranteed Parties, any other Credit Party or any other Person, or which Borrower may have at any time against the Guaranteed Parties, whether in connection with the Loan Documents or otherwise; and (11) any bankruptcyother circumstance (other than by complete, insolvencyirrevocable payment) that might otherwise constitute a legal or equitable discharge or defence of Borrower under the Loan Documents, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings of Guarantor in respect of the Charterer or the Guarantor; or (h) any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against the Owner; or (i) any other matter whatsoever which might otherwise have the effect of releasing the Guarantor from its obligations under this Guarantee, all whether or not the Guarantor or the Charterer shall have notice or knowledge of any of the foregoingguarantee hereunder.

Obligations Not Affected. This is a continuing Guarantee and is irrevocable, absolute and unconditional, primary and original, immediate and not contingent, and shall remain in full force and effect without regard to and The obligations of each Guarantor hereunder shall not be releasedaffected, discharged impaired or diminished in any way affected by any circumstance act, omission, matter or condition thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: (a) any invaliditylimitation of status or power, irregularitydisability, illegality incapacity or uneforceability of the Charter, any Guaranteed Obligation other circumstance relating to an Issuer or any Collateral (as such term is defined in Clause 4.5(a) below) other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting an Issuer or any future amendment, supplement or modification of this Guaranteeother Person; (b) any amendmentirregularity, modificationdefect, extension unenforceability or termination of, invalidity in respect of any indebtedness or other obligation of an Issuer or any supplement toother Person under this Indenture, the Charter Securities or any Guaranteed Obligation, other document or any assignment or transfer of any part thereofinstrument; (c) any exercise failure of an Issuer, whether or non-exercise by the Owner of not without fault on its part, to perform or comply with any right, remedy, power or privilege under or in respect of the Charterprovisions of this Indenture or the Securities, any Guaranteed Obligation, any Collateral or this Guaranteeto give notice thereof to a Guarantor; (d) the failure, omission, delay taking or lack on the part of the Owner to assert any claim enforcing or demand against the Guarantor exercising or the Chartererrefusal or neglect to take or enforce or exercise any right or remedy from or against an Issuer or any other Person or their respective assets or the release or discharge of any such right or remedy; (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to an Issuer or any reduction, limitation, impairment or termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromiseother Person; (f) any lawchange in the time, regulation manner or order place of payment of, or in any jurisdiction affecting other term of, any term of the Guaranteed Obligations Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Owner’s rights with respect theretoSecurities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities; (g) any bankruptcychange in the ownership, insolvencycontrol, reorganizationname, arrangementobjects, readjustmentbusinesses, compositionassets, liquidation capital structure or similar proceedings in respect constitution of the Charterer an Issuer or the a Guarantor; or; (h) any counterclaim, setoff, deduction, abatement merger or defense based upon amalgamation of an Issuer or a Guarantor with any claim the Guarantor may have against the Owner; orPerson or Persons; (i) the occurrence of any other matter whatsoever which might change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise have the effect of releasing the Guarantor from its obligations under this Guaranteeaffecting, all whether or not the Guarantor purporting to amend, vary, reduce or the Charterer shall have notice or knowledge of otherwise affect, any of the foregoingObligations in respect of the Securities or the obligations of a Guarantor under its Guarantee; and (j) any other circumstance, including release of the Guarantor pursuant to Section 11.4 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of an Issuer under this Indenture or the Securities or of a Guarantor in respect of its Guarantee hereunder.