Common use of Guaranty Absolute and Unconditional Clause in Contracts

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower Company or any other Guarantor under any Loan Transaction Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof or from the Borrower Company or any other Guarantor or other action to enforce any of the same or (ii) any action to enforce any Loan Transaction Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerCompany, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Asset Sale of any involving Collateral or any election following the occurrence of an Event of Default by any Secured Party Beneficiary to proceed separately against any Collateral in accordance with such Secured PartyBeneficiary’s rights under any applicable Requirement law (including any applicable Regulation or Consent of Lawany Governmental Authority); or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerCompany, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. (a) Each Guarantor understands and agrees that the guarantee contained in this Article II is, and shall be construed as, a continuing, completed, absolute and unconditional guarantee of payment, and each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and hereunder shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (ai) the invalidity or unenforceability of any obligation Guaranteed Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Creditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Guaranteed Creditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including Person at any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security time liable for the Guaranteed Obligations payment of all or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderObligations, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereontherein) in or as a result of any such proceeding; (eiv) any foreclosure, whether or not through judicial sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or any other Guarantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or in the relationship between the Borrower and any other Sale of Obligor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any election following other Lien, it being recognized and agreed by each of the occurrence Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of an Event the benefits of, the validity, enforceability, collectability or value of Default any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Secured Party Guaranteed Creditor to proceed separately file or enforce a claim against the Borrower or its estate in any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawbankruptcy or insolvency case or proceeding; or (fix) any other defensecircumstance or act whatsoever, setoffincluding any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrower or such Guarantor), counterclaim which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Article II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Guarantor or any other circumstance that might otherwise constitute a legal Person or equitable discharge against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the Borrower’s other Subsidiariesrights and remedies, in each case other than whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the payment in full purposes hereof “demand” shall include the commencement and continuance of the Guaranteed Obligationsany legal proceedings.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives to the fullest extent permitted by law, and agrees not to assert assert, any defensedefense (other than a defense of payment), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence and during the continuance of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defensedefense (other than payment), setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, defense and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and unconditional. No Guarantor shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guarantyproceeding, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor Credit Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor Credit Party or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor Credit Party or any of the Borrower’s other Subsidiaries Subsidiary or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives waives, to the fullest extent permitted by law, and agrees not to assert assert, any defensedefense (other than a defense of payment), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral US Agent): (a) the invalidity or unenforceability of any obligation of the either Borrower or any other Guarantor or Credit Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the either Borrower or any other Guarantor or Credit Party or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the either Borrower, any other Guarantor or Credit Party or any of the Borrower’s other Subsidiaries or a Borrower or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence and during the continuance of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defensedefense (other than payment), setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the either Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted and Letter of Credit Obligations collateralized in the manner set forth in Section 7.4 of the Credit Agreement).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives to the fullest extent permitted by law, and agrees not to assert assert, any defensedefense (other than a defense of payment), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence and during the continuance of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defensedefense (other than payment), setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted and Letter of Credit Obligations collateralized in the manner set forth in Section 7.4 of the Credit Agreement).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the indefeasible payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations)), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentLender): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by the Collateral Agent, on behalf of Lenders and any other Secured Party Party, to proceed separately against any Collateral in accordance with such Secured Partythe Collateral Agent’s rights and the rights of any Lender or other Secured Party under any applicable Requirement Requirements of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the indefeasible payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).

Guaranty Absolute and Unconditional. Each Subsidiary Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Section 13 are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this GuarantySection 13, in each case except as otherwise agreed in writing by the Collateral AgentMajority Lenders): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor guarantor or any of the Borrower’s other Subsidiaries of Borrower or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party Lender to proceed separately against any Collateral in accordance with such Secured PartyLender’s rights under any applicable Requirement requirement of Lawlaw; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor guarantor or any other Subsidiaries of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the a Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the defense of indefeasible payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations)), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by the Collateral Agent, on behalf of Lenders and any other Secured Party Party, to proceed separately against any Collateral in accordance with such Secured Partythe Collateral Agent’s rights and the rights of any Lender or other Secured Party under any applicable Requirement Requirements of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the defense of indefeasible payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing Agreement) to the fullest extent not prohibited by the Collateral Agent):Applicable Law: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower, any Guarantor, any other Grantor or any other Guarantor Loan Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Secured Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Secured Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Secured Obligation or any part thereof from the Borrower Borrower, any Guarantor, any other Grantor or any other Guarantor Loan Party or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any Guarantor, any other Guarantor Grantor, any other Loan Party or any of the BorrowerLoan Party’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Secured Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Applicable Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any Guarantor, any other Guarantor Grantor, any other Loan Party or any Subsidiary of the Borrower’s other Subsidiariesany Loan Party, in each case other than the payment Secured Obligations being Paid in full of the Guaranteed ObligationsFull.

Guaranty Absolute and Unconditional. Each Guarantor Holdings hereby waives and agrees not to assert any defense, whether defense arising in connection with or in respect of any of the following or otherwisefollowing, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this GuarantyAgreement, in each case except as otherwise agreed in writing by the Collateral AgentBMO): (a) the invalidity or unenforceability of any obligation of the Borrower any Obligor or any other Guarantor guarantor under any Loan Document Guaranteed Credit Facility or any Finance Instrument or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any of the Guaranteed Obligation Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower any Obligor or any other Guarantor guarantor or other action to enforce any of the same or (ii) any action to enforce any Loan Document Guaranteed Credit Facility or any Lien Finance Instrument or any security thereunder; (c) the failure by any Person person to take any steps to perfect and maintain any Lien security interest on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrowerany Obligor, any other Guarantor guarantor or any of the BorrowerObligor’s other Subsidiaries subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale of any Collateral or any election election, following the any default or occurrence of an Event event of Default default under any Guaranteed Credit Facility or any Finance Instrument, by any Secured Party BMO to proceed separately against any Collateral in accordance with such Secured Party’s its rights under any applicable Requirement of Lawlaw; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrowerany Obligor, any other Guarantor guarantor or any of the BorrowerObligor’s other Subsidiariessubsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The obligations of the Guarantor hereby waives hereunder are absolute, present, irrevocable and agrees unconditional and shall remain in full force and effect until the Company shall have fully discharged the Obligations in accordance with their respective terms, and except as provided in Section 3.4 hereof, shall not be subject to assert any defensecounterclaim, set-off, deduction or defense (other than full and strict compliance with, or release, discharge or satisfaction of, such Obligations) based on any claim that the Guarantor may have against the Company, the City or any other person. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged or in any way modified by reason of any of the following (whether arising in connection with or without notice to, knowledge by or further consent of the Guarantor): (A) the extension or renewal of this Guaranty or the Guaranteed Agreements up to the specified Terms of each agreement; (B) any exercise or failure, omission or delay by the City in the exercise of any right, power or remedy conferred on the City with respect to this Guaranty or the Guaranteed Agreements except to the extent such failure, omission or delay gives rise to an applicable statute of limitations defense with respect to a specific claim; (C) any permitted transfer or assignment of rights or obligations under the Guaranteed Agreements or under any other Transaction Agreement by any party thereto, or any permitted assignment, conveyance or other transfer of any of their respective interests in the Facility or in, to or under any of the Transaction Agreements; (D) any permitted assignment for the purpose of creating a security interest or mortgage of all or any part of the respective interests of the City or any other person in any Transaction Agreement or in the Facility; (E) any renewal, amendment, change or modification in respect of any of the following Obligations or otherwiseterms or conditions of any Transaction Agreement; (F) any failure of title with respect to all or any part of the respective interests of any person in the Site or the Facility; (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of, or other similar proceedings against the Company or the Guarantor, or any of the property of either of them, or any allegation or contest of the validity of this Guaranty or any other Transaction Agreement in any such proceeding (it is specifically understood, consented and agreed to that, to the extent permitted by law, this Guaranty shall remain and continue in full force and effect and shall be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted and as if no rejection, stay, termination, assumption or modification has occurred as a result thereof, it being the intent and purpose of this Guaranty that the Guarantor shall and does hereby waive all rights and benefits which might accrue to it by reason of any such proceeding); (H) except as permitted by Sections 4.1 or 4.2 hereof, any sale or other transfer by the Guarantor or any Affiliate of any of the capital stock or other interest of the Guarantor or any Affiliate in the Company now or hereafter owned, directly or indirectly, by the Guarantor or any Affiliate, or any change in composition of the interests in the Company; (I) any failure on the part of the Company for any reason to perform or comply with any agreement with the Guarantor; (J) the failure on the part of the City to provide any notice to the Guarantor which is not required to be given to the Guarantor pursuant to this Guaranty and to the Company as a condition to the enforcement of Obligations pursuant to the Guaranteed Agreements; (K) subject to Section 3.4 below, any failure of any party to the Transaction Agreements to mitigate damages resulting from any default by the Company or the Guarantor under any Transaction Agreement; (L) the merger or consolidation of any party to the Transaction Agreements into or with any other person, or any sale, lease, transfer, abandonment or other disposition of any or all of the property of any of the foregoing to any person; (M) any legal disability or incapacity of any party to the Transaction Agreements; or (N) the fact that entering into any Transaction Agreement by the Company or the Guarantor was invalid or in excess of the powers of such party. Should any money due or owing under this Guaranty not be recoverable from the Guarantor due to any of the matters specified in subparagraphs (A) through (N) above, then, in any such case, such money, together with all additional sums due hereunder, shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal obligor in place of the Company pursuant to the terms of the Guaranteed Agreements, and hereby agrees not merely a guarantor and shall be paid by the Guarantor forthwith subject to the terms of this Guaranty. Notwithstanding anything to the contrary expressed in this Guaranty, nothing in this Guaranty shall be deemed to amend, modify, clarify, expand or reduce the Company's rights, benefits, duties or obligations under the Guaranteed Agreements. To the extent that its any of the matters specified in subparagraphs (A) through (F) and (H) through (N) would provide a defense to, release, discharge or otherwise affect the Company's Obligations, the Guarantor's obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of treated the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligationssame.

Guaranty Absolute and Unconditional. Each The Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor Issuer’ obligations under any Loan Document the Note or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor Issuer or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by disallowance in any Person to take bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding (“Bankruptcy Proceeding”) of all or any steps to perfect and maintain any Lien on, portion of the Holder’s claim (or to preserve any rights with respect to, any Collateralclaims) for payment of the Obligations; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution Bankruptcy Proceeding commenced by or against the BorrowerIssuer, any other the Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereundertheir respective subsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (e) failure by the Holder to file or enforce a claim against the Issuer or its estate in any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; orBankruptcy Proceeding; (f) any other action taken by the Holder if such action is authorized hereby or by the Note; (g) any change in the corporate existence, structure, or ownership of the Issuer; (h) any defense, setoff, set-off or counterclaim (other than a defense of payment) which may at any time be available to or be asserted by the Guarantor or any other person against the Holder; (i) any requirement of law affecting any term of the Guarantor’s obligations under this Guaranty; or (j) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower a Borrower, any other Guarantor or any other Guarantor Person or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor Guarantor, any other Credit Party or any of the a Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or; (f) the failure of Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise; (g) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations; or (h) any of the items specified in Section 2.4 of the Canadian Revolving Guaranty and Security Agreement.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives waives, to the extent not prohibited by applicable law, and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentLender), other than payment in full of the Guaranteed Obligations (other than contingent obligations to the extent no claim giving rise thereto has been asserted): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party Lender to proceed separately against any Collateral in accordance with such Secured PartyLender’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor GMS hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of Loan Party’s obligations under the Borrower Purchase Agreement, the Notes or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto)Transaction Document, or any security for, or other guaranty of, any of the Guaranteed Obligation Obligations or any part thereof, of them or the lack of perfection or continuing perfection or failure of priority of any security for in the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any the Guaranteed Obligation Obligations or any part thereof of them from the Borrower or any other Guarantor Loan Parties or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by Agent’s or any Person to take Purchaser’s election, in any steps to perfect and maintain any Lien onproceeding instituted under chapter 11 of the Bankruptcy Code, or to preserve any rights with respect to, any Collateralof the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any workoutborrowing or grant of a Lien by the a Loan Party, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Agent’s or any Purchaser’s claim (or claims) for repayment of the Guaranteed Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) the avoidance of any Lien in favor of the Agent or any Purchaser for any reason; (i) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrowerany Loan Party, any other Guarantor or any of the Borrower’s Loan Parties’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ej) failure by the Agent or any Purchaser to file or enforce a claim against any Loan Party or its estate in any bankruptcy or insolvency case or proceeding; (k) any foreclosureaction taken by the Agent or any Purchaser if such action is authorized hereby; (1) Loan Parties’ inability to pay the Guaranteed Obligations, whether by contractual obligation or not through judicial sale, and any other Sale of any Collateral or otherwise; (m) any election following the occurrence of an Event of Default by the Agent or any Secured Party Purchaser to proceed separately against any the personal property Collateral in accordance with such Secured Partythe Agent’s or any Purchaser’s rights under the Uniform Commercial Code or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with the Agent’s or any applicable Requirement of LawPurchaser’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrower, as debtor in possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party's claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s 's rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party's rights with respect to such real property; (n) any applicable change in the corporate existence, ownership or structure of the Borrower or any other Loan Party; (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; (p) any Requirement of LawLaw affecting any term of any Guarantor's obligations under this Guaranty; or (fq) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the payment in full in cash of Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Borrowers or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerBorrowers, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Credit Party to proceed separately against any Collateral in accordance with such Secured Credit Party’s rights under any applicable Requirement of LawLaws; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the indefeasible payment in full of the Guaranteed Obligations as specified in clause (f) below), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentLender): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by Lender on behalf of itself and any other Secured Party to proceed separately against any Collateral in accordance with such Lender’s and any other Secured Party’s rights under any applicable Requirement Requirements of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the indefeasible payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert the fullest extent permitted by applicable law any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers’ obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Borrower, any other Guarantor or any other Subsidiary of the any Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against any Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable change in the corporate existence or structure of any Borrower or any other Loan Party; (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; (p) any Requirement of LawLaw affecting any term of any Guarantor’s obligations under this Guaranty; or (fq) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. (a) Each Guarantor understands and agrees that the guarantee contained in this Section 2 is, and shall be construed as, a continuing, complete, absolute and unconditional guarantee of payment, and each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and hereunder shall not be discharged or otherwise affected as a result of or otherwise affected by of, any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (ai) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty ofDocument, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofother collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Borrower or any other Person against any Secured Party; (iii) the absence insolvency, bankruptcy arrangement, reorganization, concurso mercantil, quiebra, adjustment, composition, liquidation, disability, dissolution or lack of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the power of Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor Person at any time liable for the payment of all or any part of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderObligations, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereontherein) in or as a result of any such proceeding; (eiv) any foreclosure, whether or not through judicial sale, and lease or transfer of any or all of the assets of Borrower or any other Sale Guarantor, or any changes in the shareholders of a Borrower or a Guarantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any election following other Lien, it being recognized and agreed by each of the occurrence Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of an Event the benefits of, the validity, enforceability, collectability or value of Default any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (viii) (A) any Secured Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties or any of them for any reason; or (G) failure by any Secured Party to proceed separately file or enforce a claim against Borrower or its estate in any Collateral bankruptcy or insolvency case or proceeding; (ix) any change in accordance with such Secured Party’s rights under the time, manner or place of payment of, or in any applicable Requirement other term of Lawall or any of the Obligations; or (fx) any other defensecircumstance or act whatsoever, setoffincluding any action or omission of the type described in Section 2.4 (with or without notice to or knowledge of Borrower or such Guarantor), counterclaim which constitutes, or might be construed to constitute, an equitable or legal discharge of such Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against Borrower, any other Guarantor or any other circumstance that might otherwise constitute a legal Person or equitable discharge against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the Borrower’s other Subsidiariesrights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (c) This Agreement is a continuing guaranty and shall remain in each case other than effect until the payment in full Full Payment of all of the Guaranteed Obligations and the Commitments shall have terminated. Each Guarantor hereby irrevocably waives any right to revoke this Agreement as to future transactions giving rise to any Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty are joint and several with those of the other Guarantors, are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (a) the Any illegality, invalidity or unenforceability of any obligation Obligation or the Notes or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations. (b) Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of the Notes. (c) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations. (d) Any default, failure or delay, willful or otherwise, in the performance of the Obligations. (e) Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Obligor or its assets or any resulting restructuring, release or discharge of any Obligations. (f) Any failure of Secured Party to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Obligor now or hereafter known to Secured Party, Guarantor waiving any duty of Secured Party to disclose such information. (g) The failure of any other guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations. (h) The failure of Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any of the Notes or other Loan Documents otherwise. (i) The death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, amalgamation consolidation, change of form, structure or ownership, sale of all assets or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment of performance of any or all of the Obligations of Borrower (j) The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor under any Loan Document or any Obligor may have against Secured Party (other agreement than a defense of payment or instrument relating thereto performance). (including any k) The amendment, consent supplement, extension or waiver thereto), or renewal of any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, Note(s) or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsPurchase Agreement.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentRequired Lenders): (a) 5.5.1. the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) 5.5.2. the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) 5.5.3. the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) 5.5.4. any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) 5.5.5. any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by the Collateral Agent or any Secured Party Lender to proceed separately against any Collateral in accordance with such Secured Partyparty’s rights under any applicable Requirement of Law; or (f) 5.5.6. any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty Section 2 are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (ai) the Any illegality, invalidity or unenforceability of any obligation Obligation or Note Document or any related agreement or instrument, or any law, regulation, decree or order of the Borrower any jurisdiction or any other event affecting any term of the Obligations. (ii) Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of any Note Document. (iii) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations. (iv) Any default, failure or delay, willful or otherwise, in the performance of the Obligations. (v) Any change, restructuring or termination of the corporate structure, ownership or existence of any other Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets or any resulting restructuring, release or discharge of any Obligations. (vi) Any failure of any Secured Party to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to any Secured Party, each Guarantor waiving any duty of any Secured Party to disclose such information. (vii) The failure of any other guarantor or third party to execute or deliver this Section 2 or any other guaranty or agreement, or the release or reduction of liability of any other Obligor or any other guarantor or surety with respect to the Obligations. (viii) The failure of any Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Note Document or otherwise. (ix) The existence of any claim, set-off, counterclaim, recoupment or other rights that any Obligor may have against any Secured Party (other than a defense of payment or performance). (x) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering any Note Document or any other agreement existence of or instrument relating thereto (including reliance on any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default representation by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement that might vary the risk of Law; or (f) any other defenseObligor or otherwise operate as a defense available to, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsObligor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (a) the Any illegality, invalidity or unenforceability of any obligation Obligation or the Underlying Agreement or any related agreement or instrument, or any law, regulation, decree or order of the Borrower any jurisdiction or any other Guarantor under event affecting any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or term of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;Obligations. (b) Any change in the absence time, place or manner of (i) payment or performance of, or in any attempt to collect any Guaranteed Obligation other term of the Obligations, or any part thereof from the Borrower or any other Guarantor rescission, waiver, release, assignment, amendment or other action to enforce modification of the same or (ii) any action to enforce any Loan Document or any Lien thereunder;Underlying Agreement. (c) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the failure by any Person to take any steps to perfect and maintain any Lien onObligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to preserve any rights with respect to, any Collateral;all or part of the Obligations. (d) any workoutAny default, insolvencyfailure or delay, bankruptcy proceedingwillful or otherwise, reorganization, arrangement, liquidation or dissolution by or against in the Borrower, any other Guarantor or any performance of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;Obligations. (e) Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Borrower or any foreclosureinsolvency, whether bankruptcy, reorganization or not through judicial saleother similar proceeding affecting Borrower or its assets or any resulting restructuring, and any other Sale release or discharge of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; orObligations. (f) Any failure of Lender to disclose to Guarantor any material information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower now or hereafter known to Lender, Guarantor waiving any duty of Lender to disclose such information. (g) The failure of any other defense, setoff, counterclaim guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations. (h) The failure of Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Underlying Agreement or otherwise. (i) The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor or Borrower may have against Lender (other than a defense of payment or performance). (j) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering the Underlying Agreement or any existence of or reliance on any representation by Lender that might vary the risk of Guarantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsGuarantor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or Affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s 's other SubsidiariesSubsidiaries or Affiliates, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the indefeasible payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentLender): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the indefeasible payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document Guarantied Obligations or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them or any other Obligation, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof from the Borrower of them or any other Guarantor Obligation from any Borrower or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable proceeding under any other Bankruptcy Law; (e) any borrowing or grant of a Lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any comparable proceeding under any other Bankruptcy Law; (f) the disallowance, under Section 502 of the Bankruptcy Code or any comparable proceeding under any other Bankruptcy Law, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Guarantied Obligations or any other Obligation; (g) any use of cash collateral under Section 363 of the Bankruptcy Code or any comparable proceeding under any other Bankruptcy Law; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding (or other comparable proceeding); (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Non-U.S. Borrower, any Guarantor or other Guarantor or any of the Borrower’s Non-U.S. Borrowers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Guarantied Obligation (or any part of them or any other Obligation or any interest thereonon any such Obligation) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against any Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC, or other applicable legislation, or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable Requirement change in the corporate existence or structure of Lawthe Borrowers or any other Loan Party (other than as permitted in the Credit Agreement); (o) any defense, right to contest, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; or (fp) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge discharge, limitation, reduction or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guarantied Obligations. For the avoidance of doubt, by operation of Greek law and with respect to the Guaranty granted by the Guarantor having its registered seat in the Hellenic Republic, satisfaction of the Guaranteed ObligationsObligations shall be conditional and subject to the prior payment of any claims or consent of creditors of the Guarantor with claims existing at the time of publication to the Government Gazette of the resolution of the General Meeting of the Shareholders of such Guarantor permitting it to grant this Guaranty.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; GUARANTY KNOLOGY, INC. (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Guarantied Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Guarantied Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable change in the corporate existence or structure of the Borrower or any other Loan Party; (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; (p) any Requirement of LawLaw affecting any term of any Guarantor’s obligations under this Guaranty; or (fq) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each The Subsidiary Guarantor hereby waives guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and agrees not to assert unconditional irrespective of: (a) any defensechange in the time, whether arising in connection with manner or place of payment of, or in respect of any other term of, all or any of the following Loan Documents or otherwiseLiabilities, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result or any other amendment or waiver of or otherwise affected by any consent to departure from any of the following (which may not be pleaded and evidence terms of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other agreement guaranty or instrument relating thereto (including any amendment, consent or waiver thereto)support document, or any security forexchange, or other guaranty of, any Guaranteed Obligation release for all or any part thereofof the Loan Documents or Liabilities; (c) any present or future law, regulation or the lack of perfection or continuing perfection or failure of priority order of any security for the Guaranteed Obligations jurisdiction (whether of right or in fact) or of any part thereof; (b) the absence agency thereof purporting to reduce, amend, restructure or otherwise affect any term of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; Liabilities; (d) without being limited by the foregoing, any workout, lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy proceedingarrangement, reorganization, arrangementadjustment, liquidation composition, liquidation, disability, dissolution or dissolution by or against lack of power of the Borrower, any other Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderLiabilities, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation Liability (or any part of them or interest thereontherein) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other defenseSubsidiary Guarantor, or any changes in the stockholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance that or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the Borrower’s other Subsidiariesrights and remedies, in each case other than the payment in full whether express, implied or available as a matter of law, of the Guaranteed ObligationsCreditors against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (a) the Any illegality, invalidity or unenforceability of any obligation Obligation or the Purchase Agreement or any related agreement or instrument, or any law, regulation, decree or order of the Borrower any jurisdiction or any other Guarantor under event affecting any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or term of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;Obligations. (b) Any change in the absence time, place or manner of (i) payment or performance of, or in any attempt to collect any Guaranteed Obligation other term of the Obligations, or any part thereof from the Borrower or any other Guarantor rescission, waiver, release, assignment, amendment or other action to enforce modification of the same or (ii) any action to enforce any Loan Document or any Lien thereunder;Purchase Agreement. (c) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the failure by any Person to take any steps to perfect and maintain any Lien onObligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to preserve any rights with respect to, any Collateral;all or part of the Obligations. (d) any workoutAny default, insolvencyfailure or delay, bankruptcy proceedingwillful or otherwise, reorganization, arrangement, liquidation or dissolution by or against in the Borrower, any other Guarantor or any performance of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;Obligations. (e) Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any foreclosureinsolvency, whether bankruptcy, reorganization, receivership, liquidation or not through judicial saleother similar proceeding, and voluntary or involuntary, affecting Obligor or its assets or any other Sale resulting restructuring, release or discharge of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; orObligations. (f) Any failure of Beneficiary to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Obligor now or hereafter known to Beneficiary, Guarantor waiving any duty of Beneficiary to disclose such information. (g) The failure of any other defense, setoff, counterclaim guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations. (h) The failure of Beneficiary to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of the Purchase Agreement or otherwise. (i) The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor or Obligor may have against Beneficiary (other than a defense of payment or performance). (j) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering the Purchase Agreement or any existence of or reliance on any representation by Beneficiary that might vary the risk of Guarantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsGuarantor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation obligations of the Borrower (including the Obligations) under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) any borrowing or grant of a Lien by the failure by any Person to take any steps to perfect and maintain any Lien onBorrower, as debtor-in-possession, or to preserve extension of credit, under Section 364 of the Bankruptcy Code or any rights with respect to, any Collateralapplicable provisions of comparable state or foreign law; (d) the disallowance, under Section 502 of the Bankruptcy Code, of all or any workoutportion of the Lender’s claim (or claims) for repayment of the Obligations; (e) any use of cash collateral under Section 363 of the Bankruptcy Code; (f) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (g) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (eh) failure by the Lender to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (i) any foreclosureaction taken by the Lender if such action is authorized hereby; (j) any change in the corporate existence or structure of the Borrower or any of its Subsidiaries; (k) any defense, whether set-off or not through judicial sale, and counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Sale Person against the Lender; (l) any Requirement of Law affecting any term of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured PartyGuarantor’s rights obligations under any applicable Requirement of Lawthis Guaranty; or (fm) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor (other than the Borrower) hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentLender): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; provided, however, that none of the Borrower’s rights of set-off or recoupment under the Stock Purchase Agreement are hereby waived; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentRequired Lenders): (a) 5.5.1 the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) 5.5.2 the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) 5.5.3 the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) 5.5.4 any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) 5.5.5 any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) 5.5.6 any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default that is continuing by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Borrowers or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerBorrowers, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerBorrowers, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The Subsidiary Guarantor hereby waives guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and agrees not to assert unconditional irrespective of: (a) any defensechange in the time, whether arising in connection with manner or place of payment of, or in respect of any other term of, all or any of the following Loan Documents or otherwiseLiabilities, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result or any other amendment or waiver of or otherwise affected by any consent to departure from any of the following (which may not be pleaded and evidence terms of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other agreement guaranty or instrument relating thereto (including any amendment, consent or waiver thereto)support document, or any security forexchange, or other guaranty of, any Guaranteed Obligation release for all or any part thereofof the Loan Documents or Liabilities; (c) any present or future law, regulation or the lack of perfection or continuing perfection or failure of priority order of any security for the Guaranteed Obligations jurisdiction (whether of right or in fact) or of any part thereof; (b) the absence agency thereof purporting to reduce, amend, restructure or otherwise affect any term of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; Liabilities; (d) without being limited by the foregoing, any workout, lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy proceedingarrangement, reorganization, arrangementadjustment, liquidation composition, liquidation, disability, dissolution or dissolution by or against lack of power of the BorrowerBorrower , any other Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderLiabilities, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation Liability (or any part of them or interest thereontherein) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other defenseSubsidiary Guarantor, or any changes in the shareholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance that or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the Borrower’s other Subsidiariesrights and remedies, in each case other than the payment in full whether express, implied or available as a matter of law, of the Guaranteed ObligationsCreditors against any Subsidiary Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guaranty Absolute and Unconditional. Each To the fullest extent permitted by applicable law, each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; Guaranty Warnaco Inc. (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the indefeasible payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. (a) Each Guarantor understands and agrees that the guarantee contained in this Article II is, and shall be construed as, a continuing, completed, absolute and unconditional guarantee of payment, and each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations (other than a defense of payment or performance) arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and hereunder shall not be discharged or otherwise affected as a result of or otherwise affected by of, any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (ai) the invalidity or unenforceability of any obligation Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Creditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Guaranteed Creditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including Person at any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security time liable for the Guaranteed Obligations payment of all or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderObligations, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereontherein) in or as a result of any such proceeding; (eiv) any foreclosure, whether or not through judicial sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or any other Guarantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or in the relationship between the Borrower and any other Sale of Obligor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any election following other Lien, it being recognized and agreed by each of the occurrence Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of an Event the benefits of, the validity, enforceability, collectability or value of Default any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Secured Party Guaranteed Creditor to proceed separately file or enforce a claim against the Borrower or its estate in any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawbankruptcy or insolvency case or proceeding; or (fix) any other defensecircumstance or act whatsoever, setoffincluding any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrower or such Guarantor), counterclaim which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Article II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Guarantor or any other circumstance that might otherwise constitute a legal Person or equitable discharge against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the Borrower’s other Subsidiariesrights and remedies, in each case other than whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the payment in full purposes hereof “demand” shall include the commencement and continuance of the Guaranteed Obligationsany legal proceedings.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than defense (i) of payment of the Guaranteed Obligations to the extent of such payment, (ii) with respect to clause (e) below, that an Event of Default does not exist and (iii) that no Obligations are yet due and payable), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except other than the payment in full of the Guaranteed Obligations to the extent of such payment or as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence and during the continuance of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, Subsidiaries in each case other than the payment in full occurrence of the Guaranteed ObligationsTermination Date.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by Agent or the Collateral AgentLenders): (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the a Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the indefeasible payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following (even if any right of reimbursement or otherwisesubrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of such Guarantor) and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers’ obligations under the Credit Agreement or any other Guarantor under any Loan Document Financing Agreement or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower Borrowers or any other Guarantor Borrower or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrowers or any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Borrower, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrowers or any Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable change in the corporate existence or structure of any Borrower or any other Loan Party; (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; (p) any Requirement of Law; orLaw affecting any term of any Guarantor’s obligations under this Guaranty; (fq) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations. (r) if any Guarantied Party should supplement, renew, extend, accelerate, or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including the other Financing Agreements) now or hereafter executed by any Borrower and delivered to the Guarantied Parties or any of them, including any increase or decrease of principal or the rate of interest thereon; (s) if any Guarantied Party should waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Financing Agreements) now or hereafter executed by any Borrower and delivered to the Guarantied Parties or any of them; (t) if any Guarantied Party should accept partial payments on the Obligations; (u) if any Guarantied Party should receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (v) if any Guarantied Party should settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (w) if any Guarantied Party should add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with any Borrower or any other guarantor, maker or endorser; (x) if any Guarantied Party should apply to the Obligations any payment or recovery (x) from any Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (y) if any Guarantied Party should apply to the Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; or (z) if any Guarantied Party should refund at any time any payment received by any Guarantied Party in respect of any Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations).

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party's claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s 's rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party's rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any Subsidiary of the Borrower’s other Subsidiaries any Loan Party or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any Subsidiary of the Borrower’s other Subsidiariesany Loan Party, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each To the extent permitted by any applicable Legal Requirement, each Guarantor hereby waives and agrees not to assert any defensedefense (other than the Payment in Full Date), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except the occurrence of the Payment in Full Date or as otherwise agreed in writing by the Collateral AgentPurchaser): (a) the invalidity or unenforceability of any obligation of the Borrower Issuer or any other Guarantor under any Loan Transaction Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Issuer or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Transaction Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerIssuer, any other Guarantor or any of the BorrowerIssuer’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence and during the continuance of an Event of Default by any Secured Party the Purchaser to proceed separately against any Collateral in accordance with such Secured Partythe Purchaser’s rights under any applicable Requirement of LawLegal Requirements; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerIssuer, any other Guarantor or any of the BorrowerIssuer’s other Subsidiaries, in each case other than the payment in full occurrence of the Guaranteed ObligationsPayment in Full Date.

Guaranty Absolute and Unconditional. Each Guarantor The U.S. Borrower hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Article X (Guaranty) are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): of: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 117 (a) the invalidity or unenforceability of any obligation of the Borrower any Euro Borrower’s obligations under this Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereof; of them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the any Euro Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; same; (c) any Guarantied Parties’ election, in any proceeding instituted under chapter 11 of the failure by any Person to take any steps to perfect and maintain any Lien onBankruptcy Code, or to preserve any rights with respect to, any Collateral; of the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any workoutborrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (i) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Euro Borrower, any other Guarantor the U.S. Borrower or any of the any Euro Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Guarantied Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; ; (ej) failure by any Guarantied Party to file or enforce a claim against any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; (k) any foreclosureaction taken by any Guarantied Party that is authorized hereby; (l) any rescission, whether waiver, amendment or not through judicial salemodification of, and or any release from any of the terms or provisions of, this Agreement, any other Sale Loan Document or any other agreement; or (m) any (x) laws, regulations or acts of any Collateral legislative body or Governmental Authority or (y) any economic, political, regulatory or other events, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any election following total or partial expropriation of the occurrence of an Event of Default by Borrowers’ property, that would otherwise constitute a defense available to any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawobligor or guarantor of, or a discharge of, or otherwise affect, the obligations hereunder; or or FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 118 (fn) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than a defense of payment or performance), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Primary Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating in connection therewith or pursuant thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing Agreement) to the fullest extent not prohibited by the Collateral Agent):Applicable Law: (a) the invalidity or unenforceability of any obligation of the any Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the any Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Applicable Law; or or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any Subsidiary of the any Borrower’s other Subsidiaries, in each case other than the payment in full in cash of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the defense of payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations)), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentLender): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by the Collateral Agent, on behalf of Lenders and any other Secured Party Party, to proceed separately against any Collateral in accordance with such Secured Partythe Collateral Agent’s rights and the rights of any Lender or other Secured Party under any applicable Requirement Requirements of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the defense of payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).

Guaranty Absolute and Unconditional. Each The Subsidiary Guarantor hereby waives and agrees not waives, to assert the fullest extent permitted by applicable law, any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing to the fullest extent permitted by the Collateral Agentapplicable law): (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) any Guaranteed Party’s election, in any proceeding instituted under chapter 11 of the failure by Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any Person to take any steps to perfect and maintain any Lien on, applicable provisions of comparable state or to preserve any rights with respect to, any Collateralforeign law; (d) any workoutborrowing or grant of a Lien by the Borrower, as debtor in possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Party’s claim (or claims) for repayment of the Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Subsidiary Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ei) failure by any Guaranteed Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (j) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default action taken by any Secured Guaranteed Party to proceed separately against any Collateral in accordance with if such Secured Party’s rights under any applicable Requirement of Lawaction is authorized hereby; or (fk) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Term Loan Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable change in the corporate existence or structure of the Borrower or any other Loan Party; (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; (p) any Requirement of LawLaw affecting any term of any Guarantor’s obligations under this Guaranty; or (fq) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives ----------------------------------- guarantees that the Guaranteed Obligations will be paid in accordance with the terms of the Credit Agreement and agrees not to assert any defensethe other Loan Documents, whether arising in connection with or in respect regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights and claims of Agent or any Lender against the Borrower or any Subsidiary of the following Borrower with respect thereto and even if any such rights or claims are modified, reduced or discharged in a Bankruptcy, Insolvency or Liquidation Proceeding or otherwise, and hereby agrees that its . The obligations of each Guarantor under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any independent of the following (which Guaranteed Obligations, and a separate action or actions may not be pleaded brought and evidence of which may not be introduced in any proceeding with respect prosecuted against each Guarantor to enforce this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity whether or unenforceability of not any obligation of action is brought against the Borrower or any other Guarantor and whether or not the Borrower or any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto thereto; (including ii) any amendmentchange in the time, consent manner or waiver thereto)place of payment of, or in any other term of, any of the Guaranteed Obligations, or any security forother amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any Lien securing, or any taking, release or amendment or waiver of or consent to departure from any other guaranty of, any of the Guaranteed Obligation Obligations; (iv) any manner or any part thereof, order of sale or the lack of perfection or continuing perfection or failure of priority other enforcement of any security for Lien securing any or all of the Guaranteed Obligations or any part manner or order of application of the proceeds of any such Lien to the payment of the Guaranteed Obligations or any failure to enforce any Lien or to apply any proceeds thereof; ; (b) the absence of (iv) any attempt to collect any Guaranteed Obligation change, restructuring or any part thereof from termination of the corporate structure or existence of the Borrower or any other Guarantor or other action to enforce the same of its Subsidiaries; or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (fvi) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal defense (except the defense of payment) available to, or equitable a discharge of the Borrowerof, any other Guarantor a surety or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligationsguarantor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers’ obligations under the Amended Credit Agreement or any other Guarantor under any DIP Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the DIP Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed DIP Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the DIP Obligations or any part thereof of them from the Borrower or any other Guarantor Borrowers or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by the Borrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the DIP Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the BorrowerBorrowers, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed DIP Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrowers or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed DIP Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party's election, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, in any other Guarantor or any proceeding instituted under chapter 11 of the Borrower’s other Subsidiaries or any procedureBankruptcy Code, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereonof the application of Section 1111(b)(2) in or as a result of any such proceedingthe Bankruptcy Code; (e) any foreclosureborrowing or grant of a Lien by the Borrower, whether as debtor-in-possession, or not through judicial saleextension of credit, and any other Sale under Section 364 of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; orBankruptcy Code; (f) any other defensethe disallowance, setoffunder Section 502 of the Bankruptcy Code, counterclaim of all or any other circumstance that might otherwise constitute a legal portion of any Guarantied Party's claim (or equitable discharge claims) for repayment of the Borrower, Obligations; (g) any other Guarantor use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of the Borrower’s other Subsidiariesthem for any reason; (j) any bankruptcy, in each case other than the payment in full insolvency, reorganization, arrangement, readjustment of the Guaranteed Obligations.debt, liquidation or dissolution proceeding commenced by or

Guaranty Absolute and Unconditional. Each To the maximum extent permitted by applicable law, each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentRequired Holders): (a) the invalidity or unenforceability of any obligation of the Borrower Company or any other Guarantor under any Loan Note Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Company or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Note Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerCompany, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerCompany, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case case, except as otherwise agreed in writing by the Collateral Administrative Agent): ): (ai) any modification, amendment or supplement to any Loan Document, any Swap Agreement or any Treasury Services Agreement, including, without limitation, any increase in the amount of, or the interest rates applicable to, any of the Guaranteed Obligations; (ii) any release, settlement, waiver, subordination or modification of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of security for the Guaranteed Obligations; (iii) any change in the corporate, limited liability company or unenforceability other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor under guarantor of any Loan Document or of the Guaranteed Obligations; (iv) the existence of any other agreement or instrument relating thereto (including any amendmentclaim, consent or waiver thereto), or any security for, setoff or other guaranty ofrights which the Guarantors may have at any time against any Person, whether in connection herewith or in connection with any Guaranteed Obligation unrelated transactions; (v) the enforceability or any part thereof, or the lack validity of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (cvi) the failure by of any Person other guarantor to take sign or become party to this Guaranty or any steps to perfect and maintain any Lien onamendment, change, or to preserve any rights with respect to, any Collateral; reaffirmation hereof; or (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (fvii) any other defense, setoff, counterclaim or any other circumstance defense that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case case, other than the indefeasible payment in full in cash of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. (a) Each Guarantor hereby waives understands and agrees not that the guarantee contained in this ARTICLE II is, and shall be construed as, a continuing, completed, absolute and unconditional guarantee of payment, and each Guarantor hereby waives, to assert the extent permitted by applicable law, any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and hereunder shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (ai) the invalidity or unenforceability of any obligation Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Creditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Guaranteed Creditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including Person at any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security time liable for the Guaranteed Obligations payment of all or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderObligations, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereontherein) in or as a result of any such proceeding; (eiv) any foreclosure, whether or not through judicial sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or the Guarantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or in the relationship between the Borrower and any other Sale of Obligor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any election following other Lien, it being recognized and agreed by each of the occurrence Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of an Event the benefits of, the validity, enforceability, collectability or value of Default any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (A) any Guaranteed Creditor's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor's claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Secured Party Guaranteed Creditor to proceed separately file or enforce a claim against the Borrower or its estate in any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawbankruptcy or insolvency case or proceeding; or (fix) any other defensecircumstance or act whatsoever, setoffincluding any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrower or such Guarantor), counterclaim which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this ARTICLE II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Guarantor or any other circumstance that might otherwise constitute a legal Person or equitable discharge against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the Borrower’s other Subsidiariesrights and remedies, in each case other than whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the payment in full purposes hereof "demand" shall include the commencement and continuance of the Guaranteed Obligationsany legal proceedings.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the indefeasible payment in full of the Guaranteed Obligations (other than contingent indemnification or reimbursement obligations to the extent no claim giving rise thereto has been asserted)), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; ; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; ; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; ; (d) any workout, insolvency, bankruptcy proceeding, reorganization, examinership, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; ; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by the Collateral Agent, on behalf of Lenders and any other Secured Party Party, to proceed separately against any Collateral in accordance with such Secured Partythe Collateral Agent’s rights and the rights of any Lender or other Secured Party under any applicable Requirement Requirements of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full in cash of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives The obligations of United hereunder are unconditional and agrees not to assert any defenseabsolute and, whether arising in connection with or in respect of any without limiting the generality of the following or otherwiseforegoing, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be released, discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except UMT LT as otherwise agreed in writing by the Collateral Agent):a result of: (a) the invalidity Any extension, renewal, settlement, compromise, waiver or unenforceability release in respect of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereofrelated document in connection with the transactions contemplated hereby or thereby, whether by operation of law or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofotherwise; (b) Any modification or amendment of or supplement to this Agreement or the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Trust Agreement; 126032 Bayview 2005-1 Mortgage Loan Document or any Lien thereunder;Sale Agreement (c) Any change in the failure by legal existence, structure or ownership of UMT LT or any Person to take insolvency, bankruptcy, reorganization or other similar proceeding affecting UMT LT or its assets and properties or any steps to perfect and maintain resulting release or discharge of any Lien on, or to preserve any rights with respect to, any CollateralGuaranteed Obligation; (d) The existence of any workoutclaim, insolvencyset-off, bankruptcy proceeding, reorganization, arrangement, liquidation defense or dissolution by other right which United may have at any time against UMT LT or against the Borrower, any other Guarantor Person, whether in connection herewith or any of unrelated transactions; provided, however, that nothing herein shall prevent the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result assertion of any such proceedingclaim, set-off, defense or other right by separate suit or compulsory counterclaim; (e) Any invalidity or unenforceability relating to or against UMT LT for any foreclosurereason of either this Agreement or the Trust Agreement, whether or not through judicial sale, and any other Sale provision of applicable law purporting to prohibit the performance of any Collateral Guaranteed Obligation; (f) Any other act or omission to act or delay of any election following the occurrence of an Event of Default kind by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of LawUMT LT; or (fg) any other defense, setoff, counterclaim or any Any other circumstance that might otherwise whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the BorrowerUnited's obligations hereunder; provided, however, that United shall not be deemed to have waived any other Guarantor counterclaim or any defense based on a breach of representation, warranty or covenant of the Borrower’s other SubsidiariesDepositor hereunder that would have been a defense to the failure of UMT LT to make any payment or perform any obligation in respect of which a claim is made under this Article II. The guarantee provided in this Article II shall encompass any modification or amendment of, in each case other than or supplement to, this Agreement or the payment in full of the Guaranteed ObligationsTrust Agreement.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Amended Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws; (f) the disallowance, under Section 502 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC (or other applicable legislation) or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable change in the corporate existence or structure of the Borrower or any other Loan Party (other than as permitted in the Amended Credit Agreement); (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; (p) any Requirement of LawLaw affecting any term of any Guarantor’s obligations under this Guaranty; or (fq) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority or impairment of any security for the Guaranteed Obligations or any part thereofof them or any security interest therein; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien lien on, or to preserve any rights with respect to, any Collateralcollateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Borrower, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against any Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosureaction taken by any Guarantied Party if such action is authorized hereby; (m) any change in the corporate existence or structure of any Borrower; (n) any defense, whether set-off or not through judicial sale, and counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Sale Person against any Guarantied Party; (o) any requirement of law affecting any term of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured PartyGuarantor’s rights obligations under any applicable Requirement of Lawthis Guaranty; or (fp) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not waives, to assert the fullest extent permitted by applicable law, any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing to the fullest extent permitted by the Collateral Agentapplicable law): (a) the invalidity or unenforceability of any obligation of (i) the Borrower Borrower’s obligations under the Amended and Restated Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto thereto, (including ii) any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them or (iii) any obligations of the Borrower or any Subsidiary of the Borrower under any Swap Agreement with a Lender or Affiliate of any Lender; (b) the absence of (i) any attempt to collect any the Guaranteed Obligation Obligations or any part thereof of them from the Borrower or any other Guarantor Subsidiary of the Borrower, as applicable, or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) any Guaranteed Party’s election, in any proceeding instituted under chapter 11 of the failure by Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any Person to take any steps to perfect and maintain any Lien on, applicable provisions of comparable state or to preserve any rights with respect to, any Collateralforeign law; (d) any workoutborrowing or grant of a Lien by the Borrower or any Subsidiary of the Borrower, as debtor in possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Party’s claim (or claims) for repayment of the Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor Borrower or any Subsidiary of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ei) failure by any Guaranteed Party to file or enforce a claim against the Borrower or any Subsidiary of the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (j) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default action taken by any Secured Guaranteed Party to proceed separately against any Collateral in accordance with if such Secured Party’s rights under any applicable Requirement of Lawaction is authorized hereby; or (fk) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty Section 2 are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: ​ (ai) the Any illegality, invalidity or unenforceability of any obligation Obligation or Note Document or any related agreement or instrument, or any law, regulation, decree or order of the Borrower any jurisdiction or any other event affecting any term of the Obligations. ​ (ii) Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of any Note Document. (iii) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations. ​ (iv) Any default, failure or delay, willful or otherwise, in the performance of the Obligations. ​ (v) Any change, restructuring or termination of the corporate structure, ownership or existence of any other Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets or any resulting restructuring, release or discharge of any Obligations. (vi) Any failure of any Secured Party to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to any Secured Party, each Guarantor waiving any duty of any Secured Party to disclose such information. ​ (vii) The failure of any other guarantor or third party to execute or deliver this Section 2 or any other guaranty or agreement, or the release or reduction of liability of any other Obligor or any other guarantor or surety with respect to the Obligations. ​ (viii) The failure of any Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Note Document or otherwise. ​ (ix) The existence of any claim, set-off, counterclaim, recoupment or other rights that any Obligor may have against any Secured Party (other than a defense of payment or performance). ​ (x) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering any Note Document or any other agreement existence of or instrument relating thereto (including reliance on any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default representation by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement that might vary the risk of Law; or (f) any other defenseObligor or otherwise operate as a defense available to, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsObligor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentAdministrative Agents): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or Affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other SubsidiariesSubsidiaries or Affiliates, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The Euro Borrower Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Article X are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of the Borrower any Euro Borrower’s obligations under this Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the any Euro Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Parties’ election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Administrative Agent’s, Lender’s or Issuer’s claim (or claims) for repayment of the Guarantied Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Euro Borrower, any other the Euro Borrower Guarantor or any of the any Euro Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party that is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged (except as a result of payment in full in cash of all Guaranteed Obligations) as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower Issuer or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Issuer or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any second priority Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerIssuer, any other Guarantor or any of the BorrowerIssuer’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerIssuer, any other Guarantor or any of the BorrowerIssuer’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Second Lien Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party's claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; GUARANTY AMKOR TECHNOLOGY, INC. (k) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (el) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s 's rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party's rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives to the fullest extent permitted by law and agrees not to assert any defensedefense (other than defense of payment), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Credit Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the a Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Credit Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence and during the continuance of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defensedefense (other than a defense of payment), setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsObligations and termination of all Commitments (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted and letters of credit which have been cash collateralized).

Guaranty Absolute and Unconditional. Each The Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers’ obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor Borrowers or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the failure by Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any Person to take any steps to perfect and maintain any Lien on, applicable provisions of comparable state or to preserve any rights with respect to, any Collateralforeign law; (d) any workoutborrowing or grant of a Lien by the Borrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the BorrowerBorrowers, any other the Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereundertheir respective Subsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ei) failure by any Guarantied Party to file or enforce a claim against the Borrowers or their estate in any bankruptcy or insolvency case or proceeding; (j) any foreclosure, whether action taken by any Guarantied Party if such action is authorized hereby; (k) any change in the corporate existence or not through judicial sale, and structure of the Borrowers or any other Sale Loan Party; (l) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any Collateral time be available to or be asserted by the Guarantor or any election following the occurrence of an Event of Default by any Secured Party to proceed separately other Person against any Collateral in accordance with such Secured Guarantied Party’s rights under ; (m) any applicable Requirement of LawLaw affecting any term of the Guarantor’s obligations under this Guaranty; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (a) the Any illegality, invalidity or unenforceability of any obligation Obligation or the underlying agreements or any related agreements or instruments, or any law, regulation, decree or order of the Borrower any jurisdiction or any other Guarantor under event affecting any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or term of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;Obligations. (b) Any change in the absence time, place or manner of (i) payment or performance of, or in any attempt to collect any Guaranteed Obligation other term of the Obligations, or any part thereof from the Borrower or any other Guarantor rescission, waiver, release, assignment, amendment or other action to enforce modification of the same or (ii) any action to enforce any Loan Document or any Lien thereunder;underlying agreements. (c) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the failure by any Person to take any steps to perfect and maintain any Lien onObligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to preserve any rights with respect to, any Collateral;all or part of the Obligations. (d) any workoutAny default, insolvencyfailure or delay, bankruptcy proceedingwillful or otherwise, reorganization, arrangement, liquidation or dissolution by or against in the Borrower, any other Guarantor or any performance of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;Obligations. (e) Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any foreclosureinsolvency, whether bankruptcy, reorganization or not through judicial saleother similar proceeding affecting Obligor or its assets or any resulting restructuring, and any other Sale release or discharge of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; orObligations. (f) Any failure of the Beneficiaries to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Obligor now or hereafter known to the Beneficiaries, Guarantor hereby waiving any duty of Beneficiaries to disclose such information. (g) The failure of any other defense, setoff, counterclaim guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations. (h) The failure of the Beneficiaries to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any underlying agreements or otherwise. (i) The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor or Obligor may have against the Beneficiaries (other than a defense of payment or performance). (j) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering the underlying agreements or any existence of or reliance on any representation by the Beneficiaries that might vary the risk of Guarantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsGuarantor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, defense whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each To the maximum extent permitted by Requirements of Law, each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the such Borrower’s 's other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guaranteed Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuaranteed Party's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Party's claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guaranteed Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guaranteed Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guaranteed Party that is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guaranteed Party to proceed separately against any the personal property Collateral in accordance with such Secured Guaranteed Party’s 's rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guaranteed Party's rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of (i) the Borrower Borrower’s obligations under the Credit Agreement or any other Guarantor under any Loan Document or (ii) the obligations of the Foreign Borrowers under the Foreign Loan Documents, or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the any Foreign Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; PARENT GUARANTY FMC CORPORATION (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Foreign Borrower, any other the Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against any Foreign Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence and during the continuance of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under any the UCC or similar applicable Requirement foreign laws or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Article X are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under this Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any CREDIT AGREEMENT FMC FINANCE B.V. security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person to take Guarantied Party’s election, in any steps to perfect and maintain proceeding instituted under any Lien on, or to preserve any rights with respect to, any CollateralBankruptcy Law; (d) any workoutborrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under any Bankruptcy Law; (e) the disallowance, under any Bankruptcy Law, of all or any portion of the Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations ; (f) any use of cash collateral under any Bankruptcy Law; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (i) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other a Guarantor or any of any the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ej) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (k) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default action taken by any Secured Guarantied Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawthat is authorized hereby; or (fl) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party's claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay <PAGE> against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s 's rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party's rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentRequired Lenders): (a) 5.5.1. the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) 5.5.2. the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) 5.5.3. the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) 5.5.4. any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) 5.5.5. any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) 5.5.6. any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than the indefeasible payment in full, in cash in immediately available funds, of the Guaranteed Obligations as specified in clause (f) below), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral AgentBlackstone Representative): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by Agent on behalf of itself and any other Secured Party to proceed separately against any Collateral in accordance with such Agent’s and any other Secured Party’s rights under any applicable Requirement Requirements of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the indefeasible payment in full in cash in immediately available funds of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).

Guaranty Absolute and Unconditional. Each The obligations of the Guarantor hereby waives hereunder are absolute, present, irrevocable and agrees unconditional and shall remain in full force and effect until the Phase III Cogeneration Facility Contractor shall have fully discharged the Obligations in accordance with their respective terms, and except as provided in Section 3.4 hereof, shall not be subject to assert any defensecounterclaim, set-off, deduction or defense (other than full and strict compliance with, or release, discharge or satisfaction of, such Obligations) based on any claim that the Guarantor may have against the Phase III Cogeneration Facility Contractor, the City or any other person. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged or in any way modified by reason of any of the following (whether arising in connection with or without notice to, knowledge by or further consent of the Guarantor): (A) the extension or renewal of this Guaranty or the Phase III Easement Agreement up to the specified Term; (B) any exercise or failure, omission or delay by the City in the exercise of any right, power or remedy conferred on the City with respect to this Guaranty or the Phase III Easement Agreement except to the extent such failure, omission or delay gives rise to an applicable statute of limitations defense with respect to a specific claim; (C) any permitted transfer or assignment of rights or obligations under the Phase III Easement Agreement or under any other Transaction Agreement by any party thereto, or any permitted assignment, conveyance or other transfer of any of their respective interests in the Phase III Cogeneration Facility or in, to or under any of the Transaction Agreements; (D) any permitted assignment for the purpose of creating a security interest or mortgage of all or any part of the respective interests of the City or any other person in any Transaction Agreement or in the Phase III Cogeneration Facility; (E) any renewal, amendment, change or modification in respect of any of the following Obligations or otherwiseterms or conditions of any Transaction Agreement; (F) any failure of title with respect to all or any part of the respective interests of any person in the Phase III Cogeneration Facility Site or the Phase III Cogeneration Facility; (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of, or other similar proceedings against the Phase III Cogeneration Facility Contractor or the Guarantor, or any of the property of either of them, or any allegation or contest of the validity of this Guaranty or any other Transaction Agreement in any such proceeding (it is specifically understood, consented and agreed to that, to the extent permitted by law, this Guaranty shall remain and continue in full force and effect and shall be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted and as if no rejection, stay, termination, assumption or modification has occurred as a result thereof, it being the intent and purpose of this Guaranty that the Guarantor shall and does hereby agrees waive all rights and benefits which might accrue to it by reason of any such proceeding); (H) except as permitted by Sections 4.1 or 4.2 hereof, any sale or other transfer by the Guarantor or any Affiliate of any of the capital stock or other interest of the Guarantor or any Affiliate in the Phase III Cogeneration Facility Contractor now or hereafter owned, directly or indirectly, by the Guarantor or any Affiliate, or any change in composition of the interests in the Phase III Cogeneration Facility Contractor; (I) any failure on the part of the Phase III Cogeneration Facility Contractor for any reason to perform or comply with any agreement with the Guarantor; (J) the failure on the part of the City to provide any notice to the Guarantor which is not required to be given to the Guarantor pursuant to this Guaranty and to the Phase III Cogeneration Facility Contractor as a condition to the enforcement of Obligations pursuant to the Phase III Easement Agreement; (K) subject to Section 3.4 below, any failure of any party to the Transaction Agreements to mitigate damages resulting from any default by the Phase III Cogeneration Facility Contractor or the Guarantor under any Transaction Agreement; (L) the merger or consolidation of any party to the Transaction Agreements into or with any other person, or any sale, lease, transfer, abandonment or other disposition of any or all of the property of any of the foregoing to any person; (M) any legal disability or incapacity of any party to the Transaction Agreements; or (N) the fact that its entering into any Transaction Agreement by the Phase III Cogeneration Facility Contractor or the Guarantor was invalid or in excess of the powers of such party. Should any money due or owing under this Guaranty not be recoverable from the Guarantor due to any of the matters specified in subparagraphs (A) through (N) above, then, in any such case, such money, together with all additional sums due hereunder, shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal obligor in place of the Phase III Cogeneration Facility Contractor pursuant to the terms of the Phase III Easement Agreement and not merely a guarantor and shall be paid by the Guarantor forthwith subject to the terms of this Guaranty. Notwithstanding anything to the contrary expressed in this Guaranty, nothing in this Guaranty shall be deemed to amend, modify, clarify, expand or reduce the Phase III Cogeneration Facility Contractor’s rights, benefits, duties or obligations under the Phase III Easement Agreement. To the extent that any of the matters specified in subparagraphs (A) through (F) and (H) through (N) would provide a defense to, release, discharge or otherwise affect the Phase III Cogeneration Facility Contractor’s Obligations, the Guarantor’s obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of treated the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligationssame.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this GuarantyAgreement, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the any Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any of the Guaranteed Obligation Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce any of the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor The U.S. Borrower hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Article X (Guaranty) are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of the Borrower any Euro Borrower’s obligations under this Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the any Euro Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) any Guarantied Parties’ election, in any proceeding instituted under chapter 11 of the failure by any Person to take any steps to perfect and maintain any Lien onBankruptcy Code, or to preserve any rights with respect to, any Collateralof the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any workoutborrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (i) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Euro Borrower, any other Guarantor the U.S. Borrower or any of the any Euro Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Guarantied Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ej) failure by any Guarantied Party to file or enforce a claim against any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; (k) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default action taken by any Secured Guarantied Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawthat is authorized hereby; oror AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (fl) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged (except as a result of payment in full in cash of all Guaranteed Obligations) as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives guarantees that the Guaranteed Obligations will be paid in accordance with the terms of the Credit Agreement and agrees not to assert any defensethe other Loan Documents, whether arising in connection with or in respect regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights and claims of the following Lender against Ocular Sciences or any Subsidiary of Ocular Sciences with respect thereto and even if any such rights or claims are modified, reduced or discharged in a Bankruptcy, Insolvency or Liquidation Proceeding or otherwise, and hereby agrees that its . The obligations of each Guarantor under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any independent of the following (which Guaranteed Obligations, and a separate action or actions may not be pleaded brought and evidence of which may not be introduced in any proceeding with respect prosecuted against each Guarantor to enforce this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity whether or unenforceability of not any obligation of the Borrower action is brought against Ocular Sciences or any other Guarantor and whether or not Ocular Sciences or any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto thereto; (including ii) any amendmentchange in the time, consent manner or waiver thereto)place of payment of, or in any other term of, any of the Guaranteed Obligations, or any security forother amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Ocular Sciences or any of its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any Lien securing, or any taking, release or amendment or waiver of or consent to departure from any other guaranty of, any of the Guaranteed Obligation Obligations; (iv) any manner or any part thereof, order of sale or the lack of perfection or continuing perfection or failure of priority other enforcement of any security for Lien securing any or all of the Guaranteed Obligations or any part thereof; (b) manner or order of application of the absence proceeds of (i) any attempt such Lien to collect any the payment of the Guaranteed Obligation Obligations or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action failure to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve apply any rights with respect to, any Collateral; proceeds thereof; (dv) any workoutchange, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation restructuring or dissolution by termination of the corporate structure or against the Borrower, any other Guarantor existence of Ocular Sciences or any of the Borrower’s other Subsidiaries its Subsidiaries; or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (fvi) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal defense (except the defense of payment) available to, or equitable a discharge of the Borrowerof, any other Guarantor a surety or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligationsguarantor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of any Borrower’s obligations under the Borrower Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the any Borrower or any other Guarantor Person or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (e) any borrowing or grant of a Lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Borrower, any other Guarantor or any of the any Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against any Borrower or any other Person or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party that is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC or other applicable laws or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; (n) any applicable Requirement change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of Lawany Borrower, Guarantor or any other Person; (o) any merger or amalgamation of a Borrower or Guarantor into or with any Person or Persons; (p) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of any governmental body or court amending, varying, reducing or otherwise affecting or purporting to amend, vary reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under this Guaranty; or (fq) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):following: (a) the invalidity or unenforceability of any obligation of the Borrower Borrower’s obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;of them; AMENDED AND RESTATED GUARANTY KNOLOGY, INC. (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) the failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; (g) any use of cash collateral under Section 363 of the Bankruptcy Code; (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; (ek) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; (l) any foreclosure, whether or not through judicial sale, and action taken by any other Sale of any Collateral or Guarantied Party if such action is authorized hereby; (m) any election following the occurrence of an Event of Default by any Secured Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under any applicable Requirement the UCC or, if the Collateral consists of Lawboth personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or (fn) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Obligations. AMENDED AND RESTATED GUARANTY KNOLOGY, INC.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the any Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the any Borrower, any other Guarantor or any of the any Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any other Subsidiary of the any Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The obligations of the Guarantor hereby waives hereunder are absolute, present, irrevocable and agrees unconditional and shall remain in full force and effect until the Company shall have fully discharged the Obligations in accordance with their respective terms and conditions, and, except as provided in Section 3.4 hereof, shall not be subject to assert any defensecounterclaim, set-off, deduction or defense (other than full and strict compliance with, or release, discharge or satisfaction of, such Obligations) based on any claim that the Guarantor may have against the Company, the City or any other person. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged or in any way modified by reason of any of the following (whether arising in connection with or without notice to, knowledge by, or further consent of, the Guarantor):‌ (1) the extension or renewal of this Guaranty or the Agreement up to the specified Terms of each agreement; (2) any exercise or failure, omission or delay by the City in the exercise of any right, power or remedy conferred on the City with respect to this Guaranty or the Agreement except to the extent such failure, omission or delay gives rise to an applicable statute of limitations defense with respect to a specific claim; (3) any permitted transfer or assignment of rights or obligations under the Agreement or under any other Transaction Agreement by any party thereto or any permitted assignment, conveyance or other transfer of any of their respective interests in the Facility and the Facility Site or in, to or under any of the Transaction Agreements; (4) any permitted assignment for the purpose of creating a security interest or mortgage of all or any part of the respective interests of the City or any other person in any Transaction Agreement or in the Facility or the facility site; (5) any renewal, amendment, change or modification in respect of any of the following Obligations or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result terms or conditions of or otherwise affected by any Transaction Agreement; (6) any failure of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding title with respect to this Guarantyall or any part of the respective interests of any person in the Facility, in each case except as otherwise agreed in writing by the Collateral Agent):or facility site; (a7) the invalidity voluntary or unenforceability involuntary liquidation, dissolution, sale or other disposition of any obligation all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendmentbenefit of creditors, consent or waiver thereto)reorganization, or any security formoratorium, arrangement, composition with creditors and/or readjustment of, or other guaranty of, any Guaranteed Obligation or any part thereof, similar proceedings against the Company or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien onGuarantor, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries property of either of them, or any procedure, agreement, order, stipulation, election, action allegation or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (contest of the validity of this Guaranty or any interest thereon) other Transaction Agreement in any such proceeding (it is specifically understood, consented and agreed to that, to the extent permitted by law, this Guaranty shall remain and continue in full force and effect and shall be enforceable against the Guarantor, to the same extent and with the same force and effect as if any such proceeding had not been instituted and as if no rejection, stay, termination, assumption or modification has occurred as a result thereof, it being the intent and purpose of this Guaranty that the Guarantor shall and does hereby waive all rights and benefits which might accrue to it by reason of any such proceeding); (e8) except as permitted by Sections 4.1 or 4.2 hereof, any sale or other transfer by the Guarantor or any Affiliate of any of the capital stock or other interest of the Guarantor or any Affiliate in the Company now or hereafter owned, directly or indirectly, by the Guarantor or any Affiliate, or any change in composition of the interests in the Company; (9) any foreclosurefailure on the part of the Company for any reason to perform or comply with any agreement with the Guarantor; (10) the failure on the part of the City to provide any notice to the Guarantor which is not required to be given to the Guarantor pursuant to this Guaranty and to the Company as a condition to the enforcement of Obligations pursuant to the Agreement; (11) any failure of any party to the Transaction Agreements to mitigate damages resulting from any default by the Company or the Guarantor under any Transaction Agreement; (12) the merger or consolidation of any party to the Transaction Agreements into or with any other person, whether or not through judicial any sale, and any lease, transfer, abandonment or other Sale disposition of any Collateral or all of the property of any election following of the occurrence foregoing to any person; (13) any legal disability or incapacity of an Event of Default by any Secured Party party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawthe Transaction Agreements; or (f14) the fact that entering into any other defense, setoff, counterclaim Transaction Agreement by the Company or any other circumstance that might otherwise constitute a legal the Guarantor was invalid or equitable discharge in excess of the Borrower, powers of such party. Should any other money due or owing under this Guaranty not be recoverable from the Guarantor or due to any of the Borrower’s other Subsidiariesmatters specified in subparagraphs (1) through (14) above, then, in each case other than any such case, such money, together with all additional sums due hereunder, shall nevertheless be recoverable from the payment Guarantor as though the Guarantor were principal obligor in full place of the Guaranteed Obligations.Company pursuant to the terms of the Agreement and not merely a guarantor, and shall be paid by the Guarantor forthwith subject to the terms of this Guaranty. Notwithstanding anything to the contrary expressed in this Guaranty, nothing in this Guaranty shall be deemed to amend, modify, clarify, expand or reduce the Company’s rights, benefits, duties or obligations under the Agreement. To the extent that any of the matters specified in subparagraphs (1) through (6) and

Guaranty Absolute and Unconditional. Each The Subsidiary Guarantor hereby waives guarantees that the Liabilities shall be paid strictly in accordance with the terms of the Loan Documents. The liability of the Subsidiary Guarantor under this Subsidiary Guaranty is absolute and agrees not to assert unconditional irrespective of: (a) any defensechange in the time, whether arising in connection with manner or place of payment of, or in respect of any other term of, all or any of the following Loan Documents or otherwiseLiabilities, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result or any other amendment or waiver of or otherwise affected by any consent to departure from any of the following (which may not be pleaded and evidence terms of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or Liabilities, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other agreement guaranty or instrument relating thereto (including any amendment, consent or waiver thereto)support document, or any security forexchange, or other guaranty of, any Guaranteed Obligation release for all or any part thereofof the Loan Documents or Liabilities; (c) any present or future law, regulation or the lack of perfection or continuing perfection or failure of priority order of any security for the Guaranteed Obligations jurisdiction (whether of right or in fact) or of any part thereof; (b) the absence agency thereof purporting to reduce, amend, restructure or otherwise affect any term of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; Liabilities; (d) without being limited by the foregoing, any workout, lack of validity or enforceability of any Loan Document or Liabilities; (e) the insolvency, bankruptcy proceedingarrangement, reorganization, arrangementadjustment, liquidation composition, liquidation, disability, dissolution or dissolution by or against lack of power of the BorrowerBorrower , any other Subsidiary Guarantor or any other Person at any time liable for the payment of all or part of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderLiabilities, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation Liability (or any part of them or interest thereontherein) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any sale, lease or transfer of any or all of the assets of the Borrower or any other defenseSubsidiary Guarantor, or any changes in the shareholders of the Borrower or the Subsidiary Guarantor; any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (g) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (h) any sale, exchange, waiver, surrender or release of any guarantee or right of offset at any time held by the Guaranteed Creditors for the payment of the Liabilities; (i) the addition, from time to time, of any guarantors, makers or endorsers of the Liabilities, or of any additional security or collateral for the payment of the Liabilities; and (j) any other setoff, defense or counterclaim whatsoever, or any other circumstance that or act whatsoever with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute or be construed to constitute a legal or equitable defense available to, or discharge of, the Borrower or a Subsidiary Guarantor under the Credit Agreement or this Subsidiary Guaranty, in bankruptcy or in any other instance (in any case, except a defense of payment or performance, whether based on contract, tort or any other theory). When making any demand hereunder or otherwise pursuing their rights and remedies hereunder against any Subsidiary Guarantor, the Guaranteed Creditors may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as they may have against the Borrower, any other Subsidiary Guarantor or any other Person or against any guarantee for the Liabilities or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower, any other Subsidiary Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Borrower’s other Subsidiaries, in each case other than Exhibit C - 3 364-DAY CREDIT AGREEMENT Guaranteed Creditors against any Subsidiary Guarantor. For the payment in full purposes hereof "demand" shall include the commencement and continuance of the Guaranteed Obligationsany legal proceedings.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than indefeasible payment in full of the Guaranteed Obligations in cash or other immediately available funds), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Administrative Agent): (a) the invalidity or unenforceability of any obligation of the any Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the any Borrower, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defensedefense (other than payment in cash or other immediately available funds), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent): (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor The U.S. Borrower hereby waives and agrees not to assert any defense, whether defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Article X are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):of: (a) the invalidity or unenforceability of any obligation of the Borrower any Euro Borrower’s obligations under this Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the any Euro Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame; (c) any Guarantied Parties’ election, in any proceeding instituted under chapter 11 of the failure by any Person to take any steps to perfect and maintain any Lien onBankruptcy Code, or to preserve any rights with respect to, any Collateralof the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any workoutborrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations; (f) any use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; (i) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Euro Borrower, any other Guarantor the U.S. Borrower or any of the any Euro Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Guarantied Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; (ej) failure by any Guarantied Party to file or enforce a claim against any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; (k) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default action taken by any Secured Guarantied Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Lawthat is authorized hereby; or (fl) any other defense, setoff, counterclaim or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the payment in full of the Guaranteed Guarantied Obligations.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty are joint and several with those of the other Guarantors, are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (a) the Any illegality, invalidity or unenforceability of any obligation Obligation or the Notes or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations. (b) Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of the Notes. (c) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations. (d) Any default, failure or delay, willful or otherwise, in the performance of the Obligations. (e) Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Obligor or its assets or any resulting restructuring, release or discharge of any Obligations. (f) Any failure of Secured Party to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Obligor now or hereafter known to Secured Party, Guarantor waiving any duty of Secured Party to disclose such information. (g) The failure of any other guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations. (h) The failure of Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any of the Notes or other Loan Documents otherwise. (i) The death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, amalgamation consolidation, change of form, structure or ownership, sale of all assets or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment of performance of any or all of the Obligations of Borrower (j) The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor under or Obligor may have against Secured Party (other than a defense of payment or performance). (k) The amendment, supplement, extension or renewal of any Loan Document Note(s) or the Purchase Agreement. (l) Any other circumstance (including, without limitation, any statute of limitations, any claim of lack of consideration, homestead exemption, any release of or failure to protect collateral), act, omission or manner of administering the Notes or any other agreement existence of or instrument relating thereto (including reliance on any amendment, consent representation by Secured Party that might vary the risk of Guarantor or waiver thereto)otherwise operate as a defense available to, or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsGuarantor.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged as a result of or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):reason of: (a) the Any illegality, invalidity or unenforceability of any obligation Obligation or the Underlying Agreement or any related agreement or instrument, or any law, regulation, decree or order of the Borrower any jurisdiction or any other Guarantor under event affecting any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or term of the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;Obligations. (b) Any change in the absence time, place or manner of (i) payment or performance of, or in any attempt to collect any Guaranteed Obligation other term of the Obligations, or any part thereof from the Borrower or any other Guarantor rescission, waiver, release, assignment, amendment or other action to enforce modification of the same or (ii) any action to enforce any Loan Document or any Lien thereunder;Underlying Agreement. (c) Any default, failure or delay, willful or otherwise, in the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;performance of the Obligations. (d) Any change, restructuring or termination of the corporate structure, ownership or existence of the Company or any workout, insolvency, bankruptcy proceedingbankruptcy, reorganization, arrangement, liquidation reorganization or dissolution by other similar proceeding affecting the ▇▇▇▇▇▇▇▇ Companies or against the Borrower, any other Guarantor their assets or any of the Borrower’s other Subsidiaries resulting restructuring, release or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;Obligations. (e) any foreclosure, whether or not through judicial sale, and The failure of any other Sale of any Collateral guarantor or third party to execute or deliver this Guaranty or any election following other guaranty or agreement, or the occurrence release or reduction of an Event liability of Default by Guarantor or any Secured Party other guarantor or surety with respect to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; orthe Obligations. (f) The failure of the Company to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Underlying Agreement or otherwise. (g) The existence of any claim, set-off, counterclaim, recoupment or other defenserights that Guarantor or the ▇▇▇▇▇▇▇▇ Companies may have against the Company. (h) Any other circumstance (including, setoffwithout limitation, counterclaim any statute of limitations), act, omission or manner of administering the Underlying Agreement or any other circumstance existence of or reliance upon any representation by the Company that might vary the risk of Guarantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of the Borrowerof, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed ObligationsGuarantor.