Common use of Obligations Unconditional Clause in Contracts

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 6.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.2 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each the Guarantor under this Guaranty constitute a present and continuing guaranty of the Guarantors under Section 1 hereof payment and not collectability and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under the Shelf Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each the Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Guarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time amendment or from time to time, without notice to modification of any Guarantor, provision of the time for any performance of Shelf Agreement or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (b) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction DocumentsNotes, or any other agreement exercise or instrument referred to non-exercise of any right, remedy or power in the Purchase Agreements respect hereof or the Transaction Documents shall be done or omittedthereof; (c) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the maturity Company or any other Person or the properties or creditors of any of them; (d) the Guaranteed Obligations shall be acceleratedoccurrence of any Default or Event of Default under, or any of the Guaranteed Obligations shall be modified, supplemented invalidity or amended in any respectunenforceability of, or any right under misrepresentation, irregularity or other defect in, the Shelf Agreement, the Notes or any other agreement; (e) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Purchase AgreementsCompany with or into any person, any change in the Transaction Documentsownership of any shares of capital stock of the Company, or any other agreement or instrument referred to change whatsoever in the Purchase Agreements objects, capital structure, constitution or business of the Transaction Documents shall be waived Company; (f) any default, failure or delay, willful or otherwise, on the part of the Company or any other guarantee person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Guaranteed Obligations Shelf Agreement, the Notes or any security therefor shall be released other agreement; (g) any suit or exchanged other action brought by, or any judgment in whole favor of, any beneficiaries or creditors of, the Company or any other person for any reason whatsoever, including without limitation any suit or action in part any way attacking or otherwise dealt withinvolving any issue, matter or thing in each caserespect of the Shelf Agreement, in accordance with the Transaction DocumentsNotes or any other agreement; (h) any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or (di) any of the Guaranteed Obligations shall be determined to be void other thing, event, happening, matter, circumstance or voidable (includingcondition whatsoever, without limitation, for the benefit of not in any creditor of any Guarantor) or shall be subordinated way limited to the claims of any Person (including, without limitation, any creditor of any Guarantor)foregoing.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Documents or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances, but subject in any case to Sections 10.10 and 10.12. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its termsexpired or been terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Credit Documents, or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, Credit Documents or other documents relating to the Transaction DocumentsGuaranteed Obligations, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (de) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative Agent or any holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 hereof 3.01 constitute a guarantee of payment and to the fullest extent permitted by applicable law are absolute absolute, irrevocable and unconditionalunconditional and are joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, other Loan Parties under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the their respective Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense defense, set-off or counterclaim of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the their respective Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or released; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted; (ciii) the maturity of any of the their respective Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented supplemented, amended or amended partially terminated in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be amended or waived in any respect or any other guarantee of any of the their respective Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) the Guaranteed Obligations at any time or from time to time shall exceed the amount of liability of such Subsidiary Guarantor; (v) any security interest, in each caseguarantee or right of offset shall be sold off, in accordance with the Transaction Documentsexchanged, waived, surrendered or released; or (dvi) any lien or security interest granted to, or in favor of, the Administrative Agent, any Lender or Lenders or any other Guaranteed Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, any Lender or voidable (includingany other Guaranteed Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of their respective Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Guaranteed Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Guaranteed Parties, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Guaranteed Parties, until the payment and satisfaction in full of any Guarantor) or shall all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement notwithstanding that from time to time during the term of this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The (a) Upon effectiveness, the obligations of each the Guarantor hereunder constitute a present and continuing guaranty of the Guarantors under Section 1 hereof payment and not of collectibility and are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to thereinObligations, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each the Guarantor hereunder shall shall, upon effectiveness, be absolute and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any amendment or modification of any provision of this Agreement or any of the TCW Sub Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the TCW Sub Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the TCW Sub Notes; (ii) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the TCW Sub Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (iii) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to Inland or any other Person or the Properties or creditors of any of them; (iv) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the TCW Sub Notes or any other Note Purchase Document; (v) any transfer of any assets to or from time Inland, including without limitation any transfer or purported transfer to timeInland from any Person, without notice any invalidity, illegality of, or inability to enforce, any Guarantorsuch transfer or purported transfer, any consolidation or merger of Inland with or into any Person, any change in the ownership of any shares of capital stock or similar equity interests of Inland, or any change whatsoever in the objects, capital structure, constitution or business of Inland; (vi) any default, failure or delay, willful or otherwise, on the part of Inland or any other Person to perform or comply with, or the impossibility or illegality of performance by Inland or any other Person of, any term of this Agreement, the time TCW Sub Notes or any other Note Purchase Document; (vii) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, Inland or any other Person for any performance reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the TCW Sub Notes or compliance with any other Note Purchase Document; (viii) any lack or limitation of status or of power, incapacity or disability of Inland or any trustee or agent thereof; or (ix) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing. (b) The Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any Holder of a TCW Sub Note exhaust any right, power or remedy against Inland under this Agreement or the TCW Sub Notes or any other Note Purchase Document, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted;Obligations. (c) In the maturity event that the Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Guarantor shall not exercise any subrogation or other rights hereunder or the TCW Sub Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against Inland, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders of the TCW Sub Notes and shall forthwith be paid to such Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor agrees that its obligations under this Section shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of Inland is rescinded or must be otherwise restored by any Holder of a TCW Sub Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) The guarantee in this Section is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any of as the Guaranteed Obligations shall be modifiedcase may be, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in hereunder as each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)such default occurs.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty Guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full in cash of the Guaranteed Obligations (other than excluding contingent indemnification obligations as to the extent which no claim giving rise thereto has claims have been asserted) and termination of the Purchase Agreements in accordance with their termsmade)), it being the intent of this Section 3 13.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents Loan Document shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, without limitationor against any other Person under any other Guarantee of, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 14.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above: (aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to any GuarantorWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED; (bII) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; (cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction DocumentsOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR (dIV) any of the Guaranteed Obligations shall be determined to be void or voidable (includingANY LIEN OR SECURITY INTEREST GRANTED TO, without limitationOR IN FAVOR OF, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingAGENT, without limitationTHE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED. EACH GUARANTOR HEREBY EXPRESSLY WAIVES DILIGENCE, any creditor of any Guarantor)PRESENTMENT, DEMAND OF PAYMENT, PROTEST AND ALL NOTICES WHATSOEVER, AND ANY REQUIREMENT THAT AGENT, THE ISSUING BANK OR ANY LENDER EXHAUST ANY RIGHT, POWER OR REMEDY OR PROCEED AGAINST BORROWERS OR ANY OTHER GUARANTOR HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN, OR AGAINST ANY OTHER PERSON UNDER ANY OTHER GUARANTEE OF, OR SECURITY FOR, ANY OF THE OBLIGATIONS, AND HEREBY WAIVE THE BENEFITS OF DIVISION AND DISCUSSION.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable requirements of law, are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction Documents, or any other agreement or instrument referred to thereinBorrower under this Agreement, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents this Agreement shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents this Agreement shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) the release of any other Guarantor pursuant to Section 7.9. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be determined construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Lender, and the obligations and liabilities of the Guarantors hereunder shall not be void conditioned or voidable (including, without limitation, for contingent upon the benefit pursuit by Lender or any other person at any time of any creditor right or remedy against Borrower or against any other person which may be or become liable in respect of all or any Guarantor) part of the Guaranteed Obligations or shall be subordinated to the claims against any collateral security or guarantee therefor or right of any Person (including, without limitation, any creditor of any Guarantor)offset with respect thereto.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or Foreign Currency Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any Law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party Borrower or any other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase AgreementsLoan Documents, the Transaction Documentsany Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (e) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Account Parties under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release release, non-perfection or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 Article that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against circumstances (and any Note Party for amounts paid under this Guaranty until defenses arising from the Guaranteed Obligations foregoing are paid in full (other than contingent indemnification obligations hereby waived to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termspermitted by applicable law). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;; or (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; and any other defenses arising from the foregoing are hereby waived to the extent permitted by applicable law. The Guarantors hereby expressly waive diligence, in each casepresentment, in accordance with demand of payment, protest and all notices whatsoever, and any requirement that the Transaction Documents; or (d) Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against any Account Party under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction Borrower and the Restricted Subsidiaries under this Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower or any Restricted Subsidiary under this Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Restricted Subsidiaries and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or the Restricted Subsidiaries or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of each of the Terra Guarantors under Section 1 hereof 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Terra Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 8.02 that the obligations of each Guarantor the Terra Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right . (b) The obligations of subrogationthe TNLP Guarantors under Section 8.01 are absolute and unconditional, indemnityjoint and several, reimbursement irrespective of the value, genuineness, validity, regularity or contribution against any Note Party for amounts paid enforceability of the obligations of TNLP under this Guaranty until Agreement, the Guaranteed Obligations are paid in full (Notes or any other than contingent indemnification obligations agreement or instrument referred to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the foregoingTNLP Guaranteed Obligations, it is agreed thatand, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 8.02 that the obligations of the TNLP Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. (c) Without limiting the generality of the foregoing clauses (a) and (b), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Administrative Agent, any Issuing Bank or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Guarantors hereby expressly waive diligence, without limitationpresentment, for demand of payment, protest and all notices whatsoever, and any requirement that the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationAdministrative Agent, any creditor Issuing Bank or any Lender exhaust any right, power or remedy or proceed against either Borrower under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of Borrower under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, Obligations and irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Subsidiary Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsindemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction DocumentsNotes, if any, the other Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, any Lender or Agent or other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable have the priority required under the Loan Documents; or (includinge) the release of any other Subsidiary Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any other Subsidiary Guarantor(s) under this Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full (other than contingent indemnification obligations full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the extent no claim giving rise thereto has been asserted) and Lenders in connection with monies received under the Purchase Agreements have terminated in accordance with its termsCredit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in each casefavor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected or shall be released or discharged in accordance with the Transaction Documentswhole or in part; or (dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 14.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above: (aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to any GuarantorWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED; (bII) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; (cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction DocumentsOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR (dIV) any of the Guaranteed Obligations shall be determined to be void or voidable (includingANY LIEN OR SECURITY INTEREST GRANTED TO, without limitationOR IN FAVOR OF, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingAGENT, without limitation, any creditor of any Guarantor)THE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full (other than contingent indemnification obligations full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the extent no claim giving rise thereto has been asserted) and Lenders in connection with monies received under the Purchase Agreements have terminated in accordance with its termsCredit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAgent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Credit Documents or Hedging Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations with respect to the extent no claim giving rise thereto has been assertedSecured Obligations set forth in clauses (a) and termination (b) of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsdefinition thereof). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documentsother Loan Documents or the Notes, if any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable to have the priority required under the Loan Documents; or (includinge) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive, to the fullest extent permitted by applicable Legal Requirements, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive , to the fullest extent permitted by applicable Legal Requirements, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of any of Borrower under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.9, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, an Issuing Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (e) the release of any other Guarantor pursuant to Section 11.9. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against any Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors and, as applicable, the Borrower under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, and joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsindemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Credit Parties hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Credit Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, the Issuing Bank or any Lender, Agent or other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable valid and perfected; (including, without limitation, e) any exercise of remedies with respect to any security for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person Guaranteed Obligations (including, without limitation, any creditor collateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise have and without limiting the generality of the foregoing but other than with respect to any rights expressly set forth herein or in any other Loan Document, each Credit Party hereby expressly waives any and all benefits which might otherwise be available to such Credit Party in its capacity as a guarantor under applicable law; or (f) the release of any Guarantorother Guarantor pursuant to Section 9.10. The Credit Parties hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever (other than any notices expressly required herby or by any other Loan Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Credit Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Credit Parties waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and/or the Guarantors on the one hand and the Secured Parties on the other hand shall likewise be presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance of the Guaranteed Obligations without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Credit Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or any other Credit Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors GATX Rail under Section 1 2.01 hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, and irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor GATX Rail hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor GATX Rail hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any GuarantorGATX Rail, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. GATX Rail hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower under the Credit Agreement or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any Guarantor hereunder defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in each case, any legal exchange market in such jurisdiction in accordance with normal commercial practice, (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the Transaction Documents; orimposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above. (dv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (vi) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 hereof are 9.01 (Guarantee) shall be continuing, irrevocable, primary, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Financing Document or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 9.02 that the obligations of each the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter alter, limit or impair the liability of any the Guarantor hereunder hereunder, which shall remain absolute and unconditional unconditional, as described above, without regard to and not be released, discharged or in any way affected (whether in full or in part) by: (a) at any time modification or from time to timeamendment (including, without notice to limitation, by way of amendment, extension, renewal, novation or waiver), or any Guarantor, acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Guaranteed Obligations shall be extended, or such performance any Financing Document or compliance shall be waivedany other agreement or instrument whatsoever relating thereto; (b) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the acts mentioned in any liability of the provisions Guarantor hereunder or of any other guarantee of all or any part of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedGuaranteed Obligations; (c) the maturity any exchange, substitution, release, non-perfection or impairment of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee collateral securing payment of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; orObligation; (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit release of any creditor of any Guarantor) or shall be subordinated to the claims of any other Person (including, without limitation, any creditor other guarantor with respect to the Guaranteed Obligations) from any personal liability with respect to all or any part of the Guaranteed Obligations; (e) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as applicable law may dictate, of all or any part of the Guaranteed Obligations or any other guarantee of (including, without limitation, any letter of credit issued with respect to) all or any part of the Guaranteed Obligations; (f) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligation, any guarantee or other liability in respect thereof or any collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such collateral or other security; (g) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any collateral or other security for any Guaranteed Obligation or for any guarantee or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (h) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Loan Parties or any other Person directly or indirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any such application; (i) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to the Loan Parties, the Guarantor or a surety or guarantor generally, other than irrevocable payment, performance, satisfaction or discharge in full (in accordance with the terms of the applicable Financing Document); (j) the giving of any consent to the merger or consolidation or, the sale of substantial assets by, or other restructuring or termination of the existence of the Loan Parties or any other Person or any disposition of any shares of the Guarantor; or (k) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation. The Guarantor acknowledges and agrees that the Guaranteed Obligations include interest on the Guaranteed Obligations at the applicable rate therefor under the Financing Documents, which accrues after the commencement of any such proceeding (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Guaranteed Obligations include the interest which would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Guaranteed Obligations which is guaranteed by the Guarantor should be determined without regard to any rule of law or order which may relieve a Loan Party of any portion of the Guaranteed Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced. (l) Should any money due or owing hereunder not be recoverable from the Guarantor for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by the Collateral Agent from the Guarantor as though the Guarantor were the principal debtor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith.

Obligations Unconditional. The obligations of each of the Guarantors Borrowers under Section 1 hereof 9.1 are continuing, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, other Borrowers under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed ObligationsObligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Agent or the Lenders, and, to the fullest extent permitted by applicable law, law irrespective of any other circumstance whatsoever which (with or without notice to or knowledge of the Borrowers) that might otherwise constitute constitute, or might be construed to constitute, a legal or equitable discharge or defense of a surety defense, setoff or guarantor other than payment in full counterclaim of the Guaranteed Obligations (other than contingent indemnification obligations to Borrowers for the extent no claim giving rise thereto has been asserted) and termination of Obligations, or the Purchase Agreements Borrowers under this Article IX, in accordance with their termsbankruptcy or in any other instance, it being the intent of this Section 3 9.2 that the obligations of each Guarantor hereunder of the Borrowers under this Article IX shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder each of the Borrowers under this Article IX which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Borrowers, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Credit Agreement or any other Credit Document or agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Agent or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each of the Borrowers waives any and all notice of the creation, renewal, extension or voidable (includingaccrual of any of the Obligations and notice of or proof of reliance by any Lender upon this cross guaranty or acceptance of this cross guaranty; the Obligations, without limitationand any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this cross guaranty; and all dealings between any of the Borrowers, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this cross guaranty. Each of the Borrowers hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Borrower under this Credit Agreement or any other Credit Document or agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Obligations. When pursuing its rights and remedies under this Article IX against a Borrower, the Agent and each Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the other Borrowers or any other Person or against any collateral security or guarantee for the benefit Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the other Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of setoff, or any release of the other Borrowers or any such other Person or of any creditor such collateral security, guarantee or right of setoff, shall not relieve the Borrowers of any Guarantor) liability under this Article IX, and shall not impair or shall be subordinated to affect the claims rights and remedies, whether express, implied or available as a matter of any Person (includinglaw, without limitation, any creditor of any Guarantor)the Agent and the Lenders against the Borrowers.

Obligations Unconditional. (a) The obligations of each of the Member Guarantors under Section 1 hereof 2.01 are absolute joint and several and constitute a present and continuing guaranty of payment and not collectibility and are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor the Member Guarantors hereunder shall be absolute absolute, irrevocable and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Member Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above: (a1) at any amendment or modification of any provision of the Note and Guarantee Agreement or any of the Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or from the granting of time to in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including the release of any other Member Guarantor as contemplated by Section 5.07) so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, without notice forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any the Parent Guarantor, the time Company, the Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement; (5) any transfer or purported transfer of any assets to or from the Parent Guarantor, the Company or the Guarantor, including without limitation, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock or other equity interests of the Parent Guarantor, the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Company or the Guarantor; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Company or the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor, the Company or the Guarantor or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favour of, any beneficiaries or creditors of, the Parent Guarantor, the Company or the Guarantor or any other Person for any performance reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes, any other Member Guarantee given by another Member Guarantor or compliance with any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Parent Guarantor, the Company or the Guarantor or any trustee or agent thereof; or (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations). (b) The guarantee under this Section 2 is a guarantee of payment and not collectibility and each Member Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any of requirement that any Holder exhaust any right, power or remedy against the acts mentioned in any of the provisions of any of the Purchase AgreementsParent Guarantor, the Transaction Documents, Company or the Guarantor under the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to in herein or therein, or against any other Member Guarantor, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations. (c) In the maturity event that any Member Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Member Guarantor shall not exercise any subrogation or other rights hereunder or, under the Notes or under the Note and Guarantee Agreement and such Member Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor, the Company, the Guarantor or any other Member Guarantor, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to any Member Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Member Guarantor agrees that its obligations under this Deed of Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company is rescinded or must be otherwise restored by any Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and indemnity and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, as the case may be, hereunder as each such default occurs. This Section 2 is a principal and independent obligation and, except for stamp duty purposes, is not ancillary or any collateral to another document, agreement, right or obligation. If an event permitting or causing the acceleration of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any maturity of the Purchase Agreementsprincipal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Transaction Documents, Guarantor or the Company or any other agreement Person of a case or instrument referred to in proceeding under a bankruptcy or insolvency law, each Member Guarantor agrees that, for purposes of this Deed of Guarantee and its obligations hereunder, the Purchase Agreements or maturity of the Transaction Documents principal amount of the Notes shall be waived or any other guarantee of any of deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, Obligations) with the same effect as if the Holders had accelerated the same in accordance with the Transaction Documents; or (d) any terms of the Guaranteed Obligations Note and Guarantee Agreement, and each Member Guarantor shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationforthwith pay such principal amount, any creditor of interest thereon, any Guarantor)Make-Whole Amount and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Note or any of the Transaction DocumentsRelated Document, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 11(b) that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Maker or any Note Party other Guarantor for amounts paid under this Guaranty Section 11 until such time as the Guaranteed Secured Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated been paid in accordance with its termsfull. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Secured Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction DocumentsNote or any Related Document, or any other agreement or instrument referred to in the Purchase Agreements Note or the Transaction Related Documents shall be done or omitted; (ciii) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Note or Related Documents, or any other agreement or instrument referred to in the Purchase Agreements Note or the Transaction Related Documents shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsPayee as security for any of the Secured Obligations shall fail to attach or be perfected; or (dv) any of the Guaranteed Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Payee exhaust any right, power or remedy or proceed against any Person under any of the Note or Related Documents, or any other agreement or instrument referred to in the Note or Related Documents, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by all applicable lawLaws, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 13.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or instrument referred to herein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (e) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Purchase Agreements all Delayed Draw Note Commitments have terminated in accordance with its termsexpired or been terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, the Collateral Agent or any Purchaser as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Collateral Agent or any Purchaser exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 2.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Indenture or the Securities or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any Note Party other guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Holders have been paid in full (other than contingent indemnification obligations and no person or governmental authority shall have any right to request any return or reimbursement of funds from the extent no claim giving rise thereto has been asserted) and Holders in connection with monies received under the Purchase Agreements have terminated in accordance with its termsSecurities or the Indenture. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements Indenture or the Transaction Documents Securities shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, accelerated or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements Indenture or the Transaction Documents Securities shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsTrustee as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person person (including, without limitation, . any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Trustee exhaust any right, power or remedy or proceed against the Company or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of each of the Guarantors Parent Guarantor and the Company under Section 1 hereof 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsParent Guarantor and the Company under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 24.2 that the obligations of each the Parent Guarantor and the Company hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor or the Company hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above: (a1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Parent Guarantor, Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any of the Notes or any other agreement; (5) any transfer of any assets to or from the Parent Guarantor or the Company, including without limitation any transfer or purported transfer to the Parent Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Parent Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor or the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor or compliance shall be waivedthe Company or any other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Parent Guarantor or the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). (b) The Parent Guarantor and the Company hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the acts mentioned in any of Parent Guarantor or the provisions of any of Company under this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in herein or therein, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations. (c) In the event that the Parent Guarantor or the Company shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor or the Company shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor or the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor or the Company on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor and the Company agree that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor or the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor or the Company or any other Person (other than the Parent Guarantor or the Company as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor and the Company agree that, for purposes of the guarantee in Section 24 and the Obligors’ obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor and the Company shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts, Net Loss, if any, and any other amounts guaranteed hereunder without further notice or demand. (e) The guarantee in Section 24.1 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any of as the Guaranteed Obligations shall be modifiedcase may be, supplemented or amended hereunder as each such default occurs. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement If you are in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any foregoing, please sign the form of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit agreement on a counterpart of any creditor of any Guarantor) or shall be subordinated this Agreement and return it to the claims of any Person Obligors, whereupon this Agreement shall become a binding agreement between you and each Obligor. Very truly yours, Colliers International EMEA ▇▇▇▇▇ PLC By : <Signed> ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Title: Director Colliers International Group Inc. By <Signed> ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: VP, Legal Counsel and Corporate Secretary Colliers International EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement Schedule A (including, without limitation, any creditor of any Guarantorto Note Purchase Agreement).

Obligations Unconditional. (a) The obligations of each of the Domestic Guarantors under Section 1 hereof 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsLoan Documents or Swap Contracts, or any other agreement or instrument referred to therein, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 11.02 that the obligations of each Guarantor the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article XI until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its terms. expired or terminated. (b) [Reserved]. (c) Without limiting the generality of the foregoingforegoing subsections (a) and (b), it is agreed that, to the fullest extent permitted by applicable lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Loan Documents, any Swap contract between any Loan Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, including any creditor of any Guarantor). (d) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other documents relating to the Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 6.01 hereof are absolute are, to the fullest extent permitted by law, absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Note or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or any security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Subsidiary Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full circumstances (other than contingent indemnification obligations to full and final payment of the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsGuaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any each Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorof the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedextended (except to the extent otherwise required by Section 11.04 hereof), or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Bank as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Bank exhaust any right, power or voidable (includingremedy or proceed against either or both of the Borrower or the other Subsidiary Guarantors under this Agreement or the Note or any other agreement or instrument referred to herein or therein, without limitationor against any other Person under any other guarantee of, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any Guarantor)assignment or participation entered into by the Bank pursuant to Section 11.06 hereof.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law (in the case of the U.S. Hold Separate Order, as such requirements of Applicable Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers or any of other Loan Party under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-CHISR01A - MSW amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, any Issuing Bank, Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against any Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof are absolute Section11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, areabsolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, ,regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, theSecured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or agreementor instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty of guaranteeof or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which circumstancewhatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than orGuarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the thatthe occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantorshereunder which shall remain absolute absolute, irrevocable and unconditional as described under any and all circumstances asdescribed above:: 233 (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extentpermitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations GuaranteedObligations shall be extended, or such performance or compliance shall be waived; (bwaived;(ii) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement or theNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (coromitted;(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the ofthe Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, LoanDocuments or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived amended orwaived in any respect or any other guarantee of any of the Guaranteed Obligations or except aspermitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or wholeor in part or otherwise dealt withwith;(iv) any Lien or security interest granted to, or in each casefavor of, in accordance with the Transaction Documents; or (d) an L/C Issuer or anyLender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (including, without limitation, for perfected; or(v) the benefit release of any creditor of any Guarantor) or shall be subordinated other Guarantor pursuant to the claims of any Person (including, without limitation, any creditor of any Guarantor)Section 11.

Obligations Unconditional. The obligations of each of the Guarantors Guarantor under this Section 1 hereof 6.01 are absolute and unconditional, irrespective and each waives any defenses it may have arising out of the value, genuineness, validity, regularity or enforceability of any the obligations of Subsidiary Borrowers under this Credit Agreement, the Transaction Documents, Subsidiary Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.01(b) that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any each Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Credit Agreement or the Purchase Agreements, the Transaction Documents, Subsidiary Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the insolvency, bankruptcy, liquidation or dissolution of any Subsidiary Borrower; (iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations; (v) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Credit Agreement or the Purchase Agreements, the Transaction Documents, Subsidiary Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (dvi) the full or partial release of a Subsidiary Borrower or any other obligor; (vii) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; (viii) the release, surrender, exchange, subordination, deterioration, waste, loss or voidable impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Collateral or any other collateral, if any, for the benefit Guaranteed Obligations; (ix) the failure of Administrative Agent to exercise diligence, commercial reasonableness or reasonable care in the preservation, enforcement or sale of any creditor such Collateral; or (x) any other act or omission of Administrative Agent or any Guarantor) Subsidiary Borrower which would otherwise constitute or shall be subordinated to create a legal or equitable defense in favor of the claims Guarantors. The Guarantors hereby expressly waive diligence, presentment, demand of any Person payment, protest and all notices whatsoever (including, without limitation, the extension of credit by Lenders to any creditor Subsidiary Borrower, the occurrence of any Guarantorbreach or default by any Subsidiary Borrower in respect of the Guaranteed Obligations, and the sale or foreclosure on the Collateral or any other collateral, if any, for the Guaranteed Obligations), and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Subsidiary Borrower under this Credit Agreement or the Subsidiary Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 3.01 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right , other than, in each case, the satisfaction in full of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsObligations. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documents, other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreementsthis Agreement, the Transaction Documents, other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever (except as expressly required by this Agreement or voidable (includingany other Debt Document), without limitationand any requirement that any Secured Party exhaust any right, for power or remedy or proceed against the benefit of Borrower under this Agreement, the other Debt Documents or any creditor of other agreement or instrument referred to herein or therein, or against any Guarantor) other Person under any other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Purchase Agreements Term Loan Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Loan Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Loan Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof are absolute Pledgor in this Agreement shall be continuing, irrevocable, primary, absolute, and unconditional, unconditional irrespective of the value, genuineness, validity, regularity regularity, or enforceability of any of the Transaction DocumentsSenior Secured Credit Document, or any other agreement or instrument referred to therein, or any substitution, release release, or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, Senior Secured Obligations and, to the fullest extent permitted by applicable lawGovernment Rules, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor guarantor, other than payment in full the occurrence of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsDischarge Date, it being the intent of this Section 3 2.3 that the obligations of each Guarantor the Pledgor hereunder shall be absolute and unconditional under any and all other circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Pledgor hereunder, which shall remain absolute and unconditional as described aboveabove without regard to and not be released, discharged, or in any way affected (whether in full or in part) by: (a) at any time or from time to time, without notice to any Guarantorthe Pledgor, the time for any performance of or compliance with any of the Guaranteed Senior Secured Obligations shall be is extended, or such performance or compliance shall be is waived; (b) any invalidity, irregularity, or unenforceability of all or any part of the acts mentioned in Senior Secured Obligations, any of the provisions of any of the Purchase Agreements, the Transaction DocumentsSenior Secured Credit Document, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedrelating thereto; (c) any renewal, extension, amendment, or modification of, or supplement to, or deletion from, or departure from, or waiver of, any Senior Secured Credit Document or terms thereof, or any other agreement or instrument relating thereto, or any assignment or transfer of any thereof; (d) any Senior Secured Credit Document is amended or modified, or any change in the manner or place of payment of, or in any other term of, all or any of the Senior Secured Obligations, or any other amendment or waiver of, or any consent to any departure from, any indulgence or other action or inaction under or in respect of, any Senior Secured Credit Document, any of the Collateral, or any other agreement or instrument relating thereto, or any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of any of the Senior Secured Obligations, this Agreement, any other Senior Secured Credit Document, or any other agreement or instrument relating hereto or thereto; (e) the maturity of any of the Guaranteed Senior Secured Obligations shall be is accelerated, or any of the Guaranteed Senior Secured Obligations shall be is modified, supplemented or supplemented, and/or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Senior Secured Credit Document or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be therein is waived or any other guarantee of any of the Guaranteed Senior Secured Obligations or any security therefor shall be is released or exchanged in whole or in part or otherwise dealt with; (f) any Lien granted to, or in each casefavor of, the T5 Collateral Agent as security for any of the Senior Secured Obligations fails to be perfected; (g) the furnishing of additional security for the Senior Secured Obligations or any part thereof to the T5 Collateral Agent or any Senior Secured Party or any acceptance thereof by the T5 Collateral Agent, or any substitution, sale, exchange, release, surrender, or realization of or upon any such security by the T5 Collateral Agent or any Senior Secured Party, or the failure to create, preserve, validate, perfect, or protect any Lien granted to, or purported to be granted to, or in accordance favor of, the T5 Collateral Agent or any Senior Secured Party; (h) any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of the Pledgor or by any defense which the Pledgor may have by reason of the order, decree, or decision of any court or administrative body resulting from any such proceeding. Notwithstanding the above, so long as any Senior Secured Obligation remains outstanding, the Pledgor shall not, without written consent of the T5 Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Transaction DocumentsCompany; (i) any judicial or non-judicial foreclosure or sale of, or other election of remedies with respect to, any interest in other Collateral serving as security for all or any part of the Senior Secured Obligations, even though such foreclosure, sale, or election of remedies may impair the subrogation rights of either the Company or the Pledgor or may preclude the Company or the Pledgor from obtaining reimbursement, contribution, indemnification, or other recovery from the Company or any other Person and even though the Company or the Pledgor may not, as a result of such foreclosure, sale, or election of remedies, be liable for any deficiency; (j) any act or omission of the T5 Collateral Agent or any other Person that directly or indirectly results in or aids the discharge or release of the Pledgor or any part of the Senior Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of the Senior Secured Obligations by operation of law or otherwise (other than the occurrence of the Discharge Date); or (dk) any other circumstance that might otherwise constitute a defense available to, or discharge of, the Pledgor or any third party with respect to the payment in full of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Senior Secured Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 3.01 hereof are joint and several, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Company under the Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense SUBSIDIARY GUARANTEE AND SECURITY AGREEMENT of a surety or guarantor (other than the payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 3.02 that the obligations of each the Subsidiary Guarantor hereunder shall be joint and several, absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Subsidiary Guarantor hereunder which shall remain joint and several, absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Subsidiary Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under the Credit Agreement or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the U.S. Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, U.S. Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, U.S. Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any Lien granted to, or in favor of, the U.S. Agent or any U.S. Bank or U.S. Banks as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each of the Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the U.S. Agent or voidable (includingany U.S. Bank exhaust any right, without limitationpower or remedy or proceed against the Company and the other Subsidiary Guarantors under this Agreement or the U.S. Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any Guarantor)assignment or participation entered into by any U.S. Bank pursuant to Section 12.06 hereof.

Obligations Unconditional. (a) The obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 24.2 that the obligations of each the Parent Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:: ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (a1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any of the Notes or any other agreement; (5) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). (b) The Parent Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the acts mentioned in any of Company under this Agreement or the provisions of any of the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in herein or therein, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations. (c) In the maturity of event that the Parent Guarantor shall at any of the Guaranteed Obligations shall be accelerated, or time pay any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any amount on account of the Guaranteed Obligations or take any security therefor other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be released paid to the Parent Guarantor on account of any such subrogation rights or exchanged other remedy, notwithstanding the waiver thereof, such amount shall be received in whole trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or in part or otherwise dealt with, in each caseunmatured, in accordance with the Transaction Documents; orterms hereof. The Parent Guarantor agrees that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) any If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations Obligations) shall at such time be prevented by reason of the pendency against the Company or any other Person (other than the Parent Guarantor as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in Section 24 and the Parent Guarantor’s obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be determined deemed to be void or voidable have been accelerated (includingwith a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, without limitation, for and the benefit of any creditor of any Guarantor) or Parent Guarantor shall be subordinated to the claims of any Person (including, without limitationforthwith pay such principal amount, any creditor of interest thereon, any Guarantor)Make-Whole Amounts, Net Loss, if any, and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of each of the Domestic Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Documents or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Domestic Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that it such Domestic Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any Note Party other Domestic Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its termsexpired or been terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Domestic Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) (a) at any time or from time to time, without notice to any Domestic Guarantor, the time for any performance of or compliance with any of the Domestic Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Credit Documents, or other documents relating to the Domestic Guaranteed Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted; (c) (c) the maturity of any of the Domestic Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, Credit Documents or other documents relating to the Transaction DocumentsDomestic Guaranteed Obligations, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Domestic Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).;

Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 hereof are 2.01 shall be continuing, irrevocable, primary, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the FW Credit Facilities as applicable, any of the Transaction Documents, Basic Document or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Second Lien Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter alter, limit or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described aboveabove without regard to and not be released, discharged or in any way affected (whether in full or in part) by: (a) at any time modification or from time to timeamendment (including without limitation by way of amendment, without notice to extension, renewal, novation or waiver), or any Guarantor, acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Second Lien Guaranteed Obligations shall be extended, or such performance any Basic Document or compliance shall be waivedany other agreement or instrument whatsoever relating thereto; (b) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the acts mentioned in liability of any Guarantor hereunder or of any other guarantee of all or any part of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedSecond Lien Guaranteed Obligations; (c) the maturity any exchange, substitution, release, non-perfection or impairment of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee Collateral securing payment of any of the Second Lien Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; orObligation; (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit release of any creditor of any Guarantor) or shall be subordinated to the claims of any other Person (including, without limitation, any creditor other guarantor with respect to the Second Lien Guaranteed Obligations) from any personal liability with respect to all or any part of the Second Lien Guaranteed Obligations; (e) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as applicable law may dictate, of all or any part of the Second Lien Guaranteed Obligations or any other guarantee of (including without limitation any letter of credit issued with respect to) all or any part of the Second Lien Guaranteed Obligations; (f) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Second Lien Guaranteed Obligation, any guarantee or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such Collateral or other security; (g) the exercise of any right or remedy available under the Basic Documents or the documents pursuant to which any other Obligation is incurred, as applicable, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligation or for any guarantee or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (h) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Second Lien Guaranteed Obligations or any other obligations of the Borrowers or any other Person directly or indirectly liable for any Second Lien Guaranteed Obligations, regardless of what Second Lien Guaranteed Obligations may remain unpaid after any such application; (i) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Guarantor or a surety or guarantor generally, other than irrevocable payment, performance, satisfaction or discharge in full (in accordance with the terms of the applicable Basic Document); (j) the giving of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrowers or any other Person or any disposition of any shares of any Guarantor; or (k) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowers or its assets or any resulting release or discharge of any Guaranteed Obligation. Each Guarantor acknowledges and agrees that the Second Lien Guaranteed Obligations include interest on the Second Lien Guaranteed Obligations at the applicable rate therefor under the Basic Documents, which accrues after the commencement of any such proceeding (or, if interest on any portion of the Second Lien Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Second Lien Guaranteed Obligations include the interest which would have accrued on such portion of the Second Lien Guaranteed Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Second Lien Guaranteed Obligations which is guaranteed by each Guarantor pursuant to this Agreement should be determined without regard to any rule of law or order which may relieve the Borrowers of any portion of the Second Lien Guaranteed Obligations. The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced. Notwithstanding the above, so long as any Second Lien Guaranteed Obligation shall remain outstanding, no Guarantor shall, without the prior written consent of the Collateral Agent, commence or join with any other person in commencing any bankruptcy, reorganization or insolvency proceedings of or against any Borrower. (l) Should any money due or owing under this Agreement not be recoverable from any Guarantor for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by the Collateral Agent from such Guarantor as though such Guarantor were the principal debtors in respect thereof and not merely a guarantor and shall be paid by such Guarantor forthwith.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: ​ (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. (a) The obligations of each of the Terra Guarantors under Section 1 hereof 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Terra Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 8.02 that the obligations of each Guarantor the Terra Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right . (b) The obligations of subrogationthe TNLP Guarantors under Section 8.01 are absolute and unconditional, indemnityjoint and several, reimbursement irrespective of the value, genuineness, validity, regularity or contribution against any Note Party for amounts paid enforceability of the obligations of TNLP under this Guaranty until Agreement, the Guaranteed Obligations are paid in full (Notes or any other than contingent indemnification obligations agreement or instrument referred to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the foregoingTNLP Guaranteed Obligations, it is agreed thatand, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 8.02 that the obligations of the TNLP Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. (c) Without limiting the generality of the foregoing clauses (a) and (b), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, Credit Agreement ---------------- - 105 - or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Agent, any Issuing Bank or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Guarantors hereby expressly waive diligence, without limitationpresentment, for demand of payment, protest and all notices whatsoever, and any requirement that the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationAgent, any creditor Issuing Bank or any Lender exhaust any right, power or remedy or proceed against either Borrower under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors Loan Parties under Section 1 hereof 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of Borrowers under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Loan Party (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements or an amendment or waiver adopted in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under 10.02 or any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid other express provision set forth in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsa Loan Document). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Loan Parties hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Loan Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, any Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Loan Party pursuant to Section 7.09, Section 10.02 or voidable (includingSection 10.16. The Loan Parties hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Loan Parties waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Loan Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Loan Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding until Payment in Full thereof (other than any creditor of amendment or waiver adopted in accordance with Section 10.02 or any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantorother express provision set forth in a Loan Document).

Obligations Unconditional. (a) The obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 27.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany and the Guarantor under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty Guaranty of or security for any of the Parent Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 27.2 that the obligations of each the Parent Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above: (a1) at any time amendment or from time to time, without notice to modification of any Guarantor, the time for any performance provision of this Agreement (other than Section 27.1 or compliance with 27.2) or any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, the Notes, the Guarantees or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, the Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the Notes or any other agreement; (5) any transfer of any assets to or from the Company or the Guarantor, including without limitation any transfer or purported transfer to the Company or the Guarantor from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock of the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Company or the Guarantor; (6) any default, failure or delay, willful or otherwise, on the part of the Company, the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company, the Guarantor or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company, the Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company, the Guarantor and any other person providing a Guaranty of, or security for, any of the Parent Guaranteed Obligations; or (9) any novation by the Company pursuant to Section 26; or (10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Parent Guaranteed Obligations). (b) The Parent Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the Company or the Guarantor under this Agreement, the Notes or the Guarantees of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Guarantor or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable therein (including, without limitation, marshalling of assets), or against any other Person under any other Guaranty of, or security for, any of the Parent Guaranteed Obligations. (c) In the event that the Parent Guarantor shall at any time pay any amount on account of the Parent Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Parent Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Guarantor, the Company or any Subsidiary Guarantor, in respect of any payment made hereunder unless and until the Parent Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Parent Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Parent Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor agrees that its obligations under this Section 27 shall be automatically reinstated if and to the extent that for any creditor reason any payment (including payment in full) by or on behalf of the Guarantor, the Company or any Subsidiary Guarantor is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Parent Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Guarantor, the Company or any other Person (other than the Parent Guarantor as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in this Section 27 and the Parent Guarantor’s obligations under this Agreement, the maturity of the principal amount of the Notes shall be subordinated deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts and any other amounts guaranteed hereunder without further notice or demand. (e) The guarantee in Section 27.1 is a continuing guarantee and shall apply to the claims Parent Guaranteed Obligations whenever arising. Each default in the payment or performance of any Person (includingof the Parent Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, without limitationand separate claims or suits may be made and brought, any creditor of any Guarantor)as the case may be, hereunder as each such default occurs.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: : (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; ; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted; ; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).;

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Purchase Agreements Term Loan Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Loan Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Loan Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations. In accordance with Section 2856 of the California Civil Code: (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. No other provision of the guarantee in this Article IV shall be construed as limiting the generality of any of the covenants and waivers set forth in this Article IV. As provided below, the guarantee in this Article IV shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Secured Hedge Agreements, Treasury Services Obligations, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: |US-DOCS\161843207.11|| (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.11 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 11.11. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement, the Secured Hedge Agreements, Treasury Services Obligations or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).no Guaranteed Obligations outstanding. |US-DOCS\161843207.11||

Obligations Unconditional. The obligations of each of the Guarantors and, as applicable, the Borrower under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, and joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment (except for Payment in full Full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsObligations). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Credit Parties hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Credit Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (except for Payment in Full of the Guaranteed Obligations); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, the Issuing Bank or any Lender, Agent or other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable valid and perfected; (including, without limitation, e) any exercise of remedies with respect to any security for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person Guaranteed Obligations (including, without limitation, any creditor collateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise have and without limiting the generality of the foregoing but other than with respect to any rights expressly set forth herein or in any other Loan Document, each Credit Party hereby expressly waives any and all benefits which might otherwise be available to such Credit Party in its capacity as a guarantor under applicable law; or (f) the release of any Guarantorother Guarantor pursuant to Section 7.09 or 9.10. The Credit Parties hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever (other than any notices expressly required herby or by any other Loan Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Credit Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Credit Parties waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and/or the Guarantors on the one hand and the Secured Parties on the other hand shall likewise be presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance of the Guaranteed Obligations without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Credit Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or any other Credit Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of Credit Agreement 61 - 55 - this Agreement, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 3.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any hereof or of the Purchase Agreements, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under any of the Purchase Agreements, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower hereunder or under the other Loan Documents or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor).the Guaranteed Obligations. Credit Agreement 62 - 56 -

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above:: Credit Agreement (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any Guarantor hereunder defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party Borrower or any other Guarantor for amounts paid on the Obligations under this Guaranty Article IV until such time as the Guaranteed Obligations are have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase AgreementsLoan Documents, the Transaction Documentsany Secured Swap Agreement, or any Secured Treasury Management Agreement, or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements or the Transaction Documents such Secured Treasury Management Agreements shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase AgreementsLoan Documents, the Transaction Documentsany Secured Swap Agreement or any Secured Treasury Management Agreement, or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements or the Transaction Documents such Secured Treasury Management Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives, to the extent permitted by applicable Laws, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Secured Swap Agreement or any Secured Treasury Management Agreement, or any other agreement or instrument referred to in the Loan Documents, such Secured Swap Agreements or such Secured Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. (a) The obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 27.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany and the Guarantor under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty Guaranty of or security for any of the Parent Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 27.2 that the obligations of each the Parent Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above: (a1) at any time amendment or from time to time, without notice to modification of any Guarantor, the time for any performance provision of this Agreement (other than Section 27.1 or compliance with 27.2) or any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, the Notes, the Guarantees or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, the Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the Notes or any other agreement; (5) any transfer of any assets to or from the Company or the Guarantor, including without limitation any transfer or purported transfer to the Company or the Guarantor from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock of the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Company or the Guarantor; (6) any default, failure or delay, willful or otherwise, on the part of the Company, the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company, the Guarantor or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company, the Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company, the Guarantor and any other person providing a Guaranty of, or security for, any of the Parent Guaranteed Obligations; or (9) any novation by the Company pursuant to Section 26; or (10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Parent Guaranteed Obligations). (b) The Parent Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the Company or the Guarantor under this Agreement, the Notes or the Guarantees of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Guarantor or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable therein (including, without limitation, marshalling of assets), or against any other Person under any other Guaranty of, or security for, any of the Parent Guaranteed Obligations. (c) In the event that the Parent Guarantor shall at any time pay any amount on account of the Parent Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Parent Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Guarantor, the Company or any Subsidiary Guarantor, in respect of any payment made hereunder unless and until the Parent Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Parent Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Parent Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor agrees that its obligations under this Section 27 shall be automatically reinstated if and to the extent that for any creditor reason any payment (including payment in full) by or on behalf of the Guarantor, the Company or any Subsidiary Guarantor is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Parent Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Guarantor, the Company or any other Person (other than the Parent Guarantor as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in this Section 27 and the Parent Guarantor’s obligations under this Agreement, the maturity of the principal amount of the Notes shall be subordinated deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts, any Net Loss and any other amounts guaranteed hereunder without further notice or demand. (e) The guarantee in Section 27.1 is a continuing guarantee and shall apply to the claims Parent Guaranteed Obligations whenever arising. Each default in the payment or performance of any Person (includingof the Parent Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, without limitationand separate claims or suits may be made and brought, any creditor of any Guarantor)as the case may be, hereunder as each such default occurs.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of Borrower under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, Obligations and irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Subsidiary Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsindemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction DocumentsNotes, if any, the other Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien or security interest granted to, or in favor of, Issuing Bank or any Lender or Agent or other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable have the priority required under the Loan Documents; or (includinge) the release of any other Subsidiary Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any other Subsidiary Guarantor(s) under this Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 12.1 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Borrower or any of the Transaction Documents, other Guarantor under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by all applicable lawLaws, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 12.2 that the obligations of each Guarantor Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Without limiting the generality of the foregoing, it is expressly agreed that the Israeli Guarantee Law, 1967 (the “Israeli Guarantee Law”) shall not apply to this Agreement or to any Loan Document and that should the Israeli Guarantee Law for any reason be deemed to apply to this Agreement or to any Loan Document, each Guarantor agrees organized under the laws of Israel (including the Eloxx ISR) hereby irrevocably and unconditionally waives all rights and defenses under the Israeli Guarantees Law that may have been available to it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsIsraeli Guarantee Law. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any GuarantorGuarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any lien or security interest granted as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against Borrower or any other Guarantor under this Agreement or any other agreement or instrument referred to herein, for or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Without limiting any provisions of this Section 12, each Guarantor waives and agrees not to assert, to the fullest extent permitted by law, any other defences or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Section. Each Guarantor waives the benefit of any creditor California Civil Code Section 2815 permitting termination or revocation of the continuing nature of this guarantee and the benefits of any Guarantor) rights and defences which are or shall be subordinated to the claims may become available by reason of any Person (includingCalifornia Civil Code Sections 2787 through 2855, without limitation, any creditor of any Guarantor)2899 and 3433.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 2.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of the Transaction Documents, Credit or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the NON-SHARING SECURITY AND GUARANTEE AGREEMENT foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase AgreementsSolutia Credit Agreement, the Transaction DocumentsAstaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any or in respect of the Purchase AgreementsSolutia Credit Agreement, the Transaction DocumentsAstaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Collateral Agent or any other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Subsidiary Guarantors hereby expressly waive diligence, without limitationpresentment, for demand of payment, protest and all notices whatsoever, and any requirement that the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingCollateral Agent, without limitationeither Administrative Agent, any creditor Solutia Lender, any Astaris Lender, any Co-gen Purchaser or the Co-gen Agent exhaust any right, power or remedy or proceed against any Borrower under or in respect of the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any Guarantor)other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or Foreign Currency Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party Borrower or any other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase AgreementsLoan Documents, the Transaction Documentsany Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 8.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents, Secured Hedge Agreements, Secured Treasury Management Agreements or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 8.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Section 8 until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its termsexpired or been terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase AgreementsCredit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Transaction DocumentsGuaranteed Obligations, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (de) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative Agent or any holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of CREDIT AGREEMENT the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor).the CREDIT AGREEMENT

Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 hereof 10.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Company under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, irrespective of any law, regulation, decree or order of any jurisdiction affecting any term of any Guaranteed Obligations or the Lenders’ or Agents’ rights with respect thereto, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsGuarantor, it being the intent of this Section 3 10.02 that the obligations of each the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any the Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Facility Agent, the Company under this Agreement or voidable (includingany other agreement or instrument referred to herein, without limitationor against any other Person under any other guarantee of, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 hereof 2.01 constitute a present and continuing guaranty of payment and performance and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty of guarantee of, or security for for, any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Subsidiary Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above: (a1) at any amendment or modification of any provision of the Note and Guarantee Agreement, the Notes or any assignment, transfer or assumption thereof (including any novation pursuant to Section 26 of the Note and Guarantee Agreement), including, without limitation, any increase in the interest rate on, principal amount of or Make-Whole Amount in respect of, the Notes, the renewal or extension of the time of payment of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including any addition or release of any other Subsidiary Guarantor) so furnished or accepted for the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement; (5) any transfer of any assets to or from time to time, without notice to any the Parent Guarantor, the time Guarantor or the Company, including, without limitation, any transfer or purported transfer to the Parent Guarantor, the Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Guarantor or the Company with or into any Person, any change in the ownership of any shares of capital stock of the Parent Guarantor, the Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Guarantor or the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any performance reason whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes or compliance with any other agreement; (8) any lack or limitation of the status or the power of, or the incapacity or disability of, the Parent Guarantor, the Guarantor or the Company or any trustee or agent thereof; or (9) any novation by the Company pursuant to Section 26 of the Note and Guarantee Agreement; or (10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations). (b) Each Subsidiary Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any of requirement that any holder proceed against or exhaust any right, power or remedy against the acts mentioned in any of the provisions of any of the Purchase AgreementsParent Guarantor, the Transaction Documents, Guarantor or the Company under the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to in herein or therein (including, without limitation, marshalling of assets), or against any other Subsidiary Guarantor, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations. (c) In the maturity event that any Subsidiary Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Subsidiary Guarantor shall not exercise any subrogation or other rights hereunder, under the Notes or under the Note and Guarantee Agreement, and such Subsidiary Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights and all other remedies that it may have against the Parent Guarantor, the Guarantor or the Company or any other Subsidiary Guarantor in respect of any payment made hereunder, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Subsidiary Guarantor agrees that its obligations under this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company to any holder is rescinded or must be otherwise restored by any holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any as the case may be, hereunder as each such default occurs. If an event permitting the acceleration of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any maturity of the Purchase Agreementsprincipal amount of the Notes shall at any time have occurred and be continuing, and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Transaction Documents, Guarantor or the Company or any other agreement Person of a case or instrument referred to in proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Guarantee and its obligations hereunder, the Purchase Agreements or maturity of the Transaction Documents principal amount of the Notes shall be waived or any other guarantee of any of deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, Obligations) with the same effect as if the holders had accelerated the same in accordance with the Transaction Documents; or (d) any terms of the Guaranteed Obligations Note and Guarantee Agreement, and such Subsidiary Guarantor shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationforthwith pay such principal amount, any creditor of interest thereon, any Guarantor)Make-Whole Amount, and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 2 hereof are absolute absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty of or security for any guarantee of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations any payments made by FMOC, but subject to the extent no claim giving rise thereto has been asserted) and termination provisions of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms4). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above: (ai) at any time or from time to time, without notice to any the Guarantor, the time for any performance of or the compliance with any of the Guaranteed Obligations shall be extendedextended or accelerated, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (other than any payments made by FMOC, but subject to the provisions of Section 4); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations due and unpaid shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations obligations hereunder or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any amendment, in each caserestatement, in accordance with supplement or other modification of the Transaction DocumentsAgreement; or (dv) any lien or security interest granted to, or in favor of, the Beneficiary as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Guarantor hereby expressly and irrevocably waives (i) all defenses, set-offs, counterclaims, estoppels, rights of rescission, diligence, demand of payment, protest and privileges which might but for this provision exonerate or voidable discharge it from its obligations hereunder, (includingii) notice of acceptance of this Guaranty, and (iii) any requirement that the Beneficiary exhaust any right, power or remedy or proceed against FMOC or any other person or entity (including without limitation, for limitation any other guaranty of the benefit of any creditor of any Guarantor) Guaranteed Obligations in part or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantorin whole).

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.2 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any Guarantor hereunder defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence (or any failure, omission, delay or lack of diligence), presentment, demand of payment or performance, protest, marshaling or any other principle of election of remedies, any applicable Law purporting to reduce a Guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal and, to the extent permitted by Law, all notices whatsoever,, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be determined construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset, set-off or counterclaim with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be void conditioned or voidable (includingcontingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, without limitation, for and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors Parent Guarantor under Section 1 5.1(a) hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, Notes or any other agreement Loan Document or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment and performance in full of all of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 5.1(b) that the obligations of each the Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any the Parent Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documents, Notes or any other agreement Loan Document or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreementsthis Agreement, the Transaction Documents, Notes or any other agreement Loan Document or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Parent Guarantor, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims maximum extent permitted by law, hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement, the Notes or any other Loan Document or instrument referred to herein or therein, or against any other Person (includingunder any other Person under any other guarantee of, without limitationor security for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The Subject only to Section 10.10, the obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 10.01 are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment 101 the satisfaction in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 Article X that the obligations of each the Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above: : (a) at any time or from time to time, without notice to any the Parent Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; ; (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction DocumentsGuarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; ; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreementsthis Agreement, the Transaction DocumentsGuarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or or (d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Parent Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement, without limitationthe Guarantee and Security Agreement, for the benefit of other Debt Documents or any creditor of other agreement or instrument referred to herein or therein, or against any Guarantor) other Person under any other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The Subject to the limitation set forth in Section 6.10, the obligations of each of the Subsidiary Guarantors under Section 1 hereof 6.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, but subject to the limitation set forth in Section 6.10, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Credit Agreement Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any Lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Guarantors ------------------------- under Section 1 hereof 6.01 shall constitute guaranties of payment and are absolute irrevocable and unconditional, joint and several and, to the fullest extent permitted by applicable law, absolute, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of Borrower under this Agreement, the Transaction Documents, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional as under any and all circumstances as, and to the extent, described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (other than payment in full of the Obligations); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Credit Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any lien or security interest granted to, or in favor of, L/C Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Creditor exhaust any right, power or voidable (includingremedy or proceed against Borrower under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Creditor upon this guarantee or acceptance of this guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guarantee, and all dealings between Borrower and the Creditors shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee shall be construed without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Creditors. This guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, for and shall inure to the benefit of any creditor the Creditors, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors and the Borrower under Section 1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower or any other Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the 1104695.02A-CHISR01A - MSW Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Guarantor or Borrower (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Latest Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any Lien or security interest granted to, or in favor of, any Lender or the Administrative Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or (v) the release of any other Guarantor pursuant to Section 7.09. The Guarantors and the Borrower hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Credit Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, for and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or 1104695.02A-CHISR01A - MSW against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 14.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above: (aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to any GuarantorWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED; (bII) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; (cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction DocumentsOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR (dIV) any of the Guaranteed Obligations shall be determined to be void or voidable (includingANY LIEN OR SECURITY INTEREST GRANTED TO, without limitationOR IN FAVOR OF, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)AGENT OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED.

Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 2.01 hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense defence of a surety or guarantor other than payment guarantor. The Guarantor's obligations hereunder shall not be diminished in any way except by the payments in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsObligations. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter alter, reduce or impair the liability of any the Guarantor hereunder which liability shall remain absolute and unconditional as described above:: GUARANTEE AND PLEDGE AGREEMENT (ai) at any time or from time to time, without notice to any the Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase AgreementsCredit Agreement, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase AgreementsCredit Agreement, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or; (div) any lien or security interest granted to, or in favour of, Saskco as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; (v) the bankruptcy, insolvency, liquidation, dissolution or voidable winding up of any Obligor, the Guarantor or any other guarantor of the Guaranteed Obligations; (includingvi) any change in the name, without limitationcapital structure, constitution or capacity of any Obligor or any of those parties being merged, consolidated, reorganized or amalgamated with another corporation (in this latter case the guarantee provided in this Section 2 shall apply to the liabilities of the resulting corporation, and the term "Borrower" shall include such resulting corporation); (vii) any loss of, or in respect of, or under, any other guarantee or other security which Saskco may now or hereafter hold in respect of the Guaranteed Obligations, whether occasioned by the fault of Saskco, the Agent, the lenders under the Funding Credit Agreement or otherwise; (viii) any dealings with any security that Saskco holds or may hold for payment of the Guaranteed Obligations and the performance of the obligations of the Borrowers under the Credit Agreement or the Guarantor under this Agreement including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (ix) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the Guaranteed Obligations or the rights of Saskco with respect thereto; (x) any contest by any Obligor or any other Person of the validity or enforceability of any terms of this Agreement or any security provided for the benefit Guaranteed Obligations or the priority of any creditor such security or of the amount of the Guaranteed Obligations or any Guarantorpart of the Guaranteed Obligations; (xi) the assignment of all or shall be subordinated any parts of the benefits of this Agreement; or (xii) any defence, counterclaim or right of set-off available to the claims Guarantor. GUARANTEE AND PLEDGE AGREEMENT The Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Saskco exhaust any right, power or remedy or proceed against any Obligor under the Credit Agreement, Notes or any other Loan Documents, or any other agreement or instrument referred to herein or therein, or against any other Person (includingunder any other guarantee of, without limitationor security for, any creditor of any Guarantor)the Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 7.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the SG Guaranteed Obligations, irrespective of any law, regulation, decree or order of any jurisdiction affecting any term of any SG Guaranteed Obligations or the Lenders', Derivatives Creditors' or Secured Party Representatives' rights with respect thereto, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsSubsidiary Guarantor, it being the intent of this Section 3 7.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the SG Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted; (ciii) the maturity of any of the SG Guaranteed Obligations shall be accelerated, or any of the SG Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the SG Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (div) any lien or security interest granted to, or in favor of, the Secured Party Representatives or any Lender or Lenders or any Derivatives Creditors as security for any of the SG Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Security Trustee or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the SG Guaranteed Obligations.

Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or The Subsidiary Guarantors hereby expressly waive diligence, in each casepresentment, in accordance with demand of payment, protest and all notices whatsoever, and any requirement that the Transaction Documents; or (d) Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Obligations.

Obligations Unconditional. The obligations of the Subsidiary Guarantor and each of the Guarantors other Guarantor under Section 1 hereof ss. 10.01 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 ss. 10.02 that the obligations of the Subsidiary Guarantor and each other Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not not, to the extent permitted by applicable law, alter or impair the liability of any the Subsidiary Guarantor hereunder and each other Guarantor under this Article 10 which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to the Subsidiary Guarantor or any Guarantorof the other Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any hereof or of the Purchase Agreements, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under any of the Purchase Agreements, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any lien or security interest granted to, or in favor of, the Agent or the Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Subsidiary Guarantor and each other Guarantor hereby expressly waive, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrowers hereunder or under the other Facility Documents or any other agreement or instrument referred to herein or therein, or against any other Person (includingunder other guarantee of, without limitationor security for, any creditor of any Guarantor)the Guaranteed Obligations.